Engaged Capital Reports 5.07M PTLO Shares; Cooperation Agreement with Board

Rhea-AI Filing Summary

Engaged Capital filed an amended Schedule 13D reporting ownership positions in Portillo's Inc. (Class A). Engaged Capital Flagship Master directly owns 3,534,411 shares (~4.9%) and Engaged Capital Co-Invest XVII directly owns 1,534,890 shares (~2.1%), for an aggregate of 5,069,301 shares representing approximately 7.0% of the 71,905,580 shares outstanding reported by the issuer.

The filing states the Flagship Master purchases cost approximately $38,757,991 and the Co-Invest purchases approximately $16,712,391, funded with working capital. The reporting persons are engaged in discussions with the issuer's board under a Cooperation Agreement. Previously sold short 200,000 call options were bought to cover and no longer pose exposure. Exhibit 1 lists recent transactions.

Positive

• Material disclosed stake: Aggregate ownership of 5,069,301 shares (~7.0%) in Portillo's, a meaningful position for investor engagement.
• Transparent purchase reporting: Aggregate purchase prices provided: ~$38,757,991 for Flagship Master and ~$16,712,391 for Co-Invest XVII.
• Active engagement: Reporting persons state they have engaged and intend to continue discussions with the issuer's board under a Cooperation Agreement.
• Options exposure closed: Previously sold short 200,000 call options were purchased to cover, eliminating that exposure.

Negative

• None.

Insights

Financial Analyst

TL;DR: Engaged Capital reports a sizable 7.0% aggregate stake in PTLO and is in active discussions with the board; positions were built with working capital.

Engaged Capital Flagship Master owns 3,534,411 shares (~4.9%) and Engaged Capital Co-Invest XVII owns 1,534,890 shares (~2.1%), totaling 5,069,301 shares (~7.0%). The filing provides purchase cost figures: ~$38.76 million and ~$16.71 million respectively, implying average prices paid can be derived from those totals and share counts. The reporting persons state they are engaging with the board per a Cooperation Agreement, which signals a coordinated approach to influence or dialogue. The closed short call positions remove potential option-related dilution or exposure. Overall this is a material, disclosed stake with clear transaction history.

Corporate Governance Expert

TL;DR: A 7.0% aggregated holding and a Cooperation Agreement indicate meaningful engagement with Portillo's governance, formally documented via Schedule 13D/A.

The Schedule 13D/A documents that the investor group may be deemed to beneficially own 7.0% of outstanding Class A shares and is in discussions with the issuer's board under a Cooperation Agreement. The filing explicitly disclaims beneficial ownership of shares not directly owned. The amendment also clarifies option activity: 200,000 short call options were covered prior to expiration, removing that contingent exposure. This filing establishes a public record of active investor-board engagement and a material ownership stake.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Portillo's Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

73642K106

(CUSIP Number)

GLENN W. WELLING
ENGAGED CAPITAL, LLC, 610 Newport Center Drive, Suite 950
Newport Beach, CA, 92660
949-734-7900

RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/11/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 73642K106

1

Name of reporting person

Engaged Capital Flagship Master Fund, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,534,411.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,534,411.00

11

Aggregate amount beneficially owned by each reporting person

3,534,411.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 73642K106

1

Name of reporting person

Engaged Capital Co-Invest XVII, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,534,890.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,534,890.00

11

Aggregate amount beneficially owned by each reporting person

1,534,890.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 73642K106

1

Name of reporting person

Engaged Capital LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,069,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,069,301.00

11

Aggregate amount beneficially owned by each reporting person

5,069,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.0 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

CUSIP No. 73642K106

1

Name of reporting person

Engaged Capital Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,069,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,069,301.00

11

Aggregate amount beneficially owned by each reporting person

5,069,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 73642K106

1

Name of reporting person

Welling Glenn W.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,069,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,069,301.00

11

Aggregate amount beneficially owned by each reporting person

5,069,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.01 par value per share
(b)	Name of Issuer: Portillo's Inc.
(c)	Address of Issuer's Principal Executive Offices: C/O THE PORTILLO RESTAURANT GROUP, 2001 SPRING ROAD, SUITE 400, OAK BROOK, ILLINOIS , 60523-1903.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The Shares purchased by Engaged Capital Flagship Master and Engaged Capital Co-Invest XVII were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,534,411 Shares beneficially owned by Engaged Capital Flagship Master is approximately $38,757,991, including brokerage commissions. The aggregate purchase price of the 1,534,890 Shares beneficially owned by Engaged Capital Co-Invest XVII is approximately $16,712,391, including brokerage commissions.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: The Reporting Persons have engaged, and intend to continue to engage, in discussions with the Board of the Issuer in accordance with the terms of the Cooperation Agreement.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 71,905,580 Shares outstanding as of July 29, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2025. As of the date hereof, Engaged Capital Flagship Master directly beneficially owned 3,534,411 Shares, constituting approximately 4.9% of the Shares outstanding. As of the date hereof, Engaged Capital Co-Invest XVII directly beneficially owned 1,534,890 Shares, constituting approximately 2.1% of the Shares outstanding. Engaged Capital, as the general partner and investment adviser of each of Engaged Capital Flagship Master and Engaged Capital Co-Invest XVII, may be deemed to beneficially own the 5,069,301 Shares owned in the aggregate by Engaged Capital Flagship Master and Engaged Capital Co-Invest XVII, constituting approximately 7.0% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 5,069,301 Shares owned in the aggregate by Engaged Capital Flagship Master and Engaged Capital Co-Invest XVII, constituting approximately 7.0% of the Shares outstanding. Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 5,069,301 Shares owned in the aggregate by Engaged Capital Flagship Master and Engaged Capital Co-Invest XVII, constituting approximately 7.0% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(c)	Item 5(c) is hereby amended and restated to read as follows: Exhibit 1 annexed hereto sets forth all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. Except as otherwise set forth therein, all of such transactions were effected in the open market.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is amended to add the following: As previously disclosed, Engaged Capital Flagship Master sold short certain exchange listed American-style call options (the "Short Call Options") referencing an aggregate of 200,000 Shares, which had an exercise price of $11.00 per Share and expiration date of May 16, 2025. Prior to the expiration date, Engaged Capital Flagship Master purchased to cover the Short Call Options and, accordingly, Engaged Capital Flagship Master no longer has any exposure to the Short Call Options.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities.

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.

Engaged Capital Flagship Master Fund, LP

Signature:	/s/ Glenn W. Welling
Name/Title:	Glenn W. Welling, Founder and Chief Investment Officer of Engaged Capital, LLC, its General Partner
Date:	09/11/2025

Engaged Capital Co-Invest XVII, LP

Signature:	/s/ Glenn W. Welling
Name/Title:	Glenn W. Welling, Founder and Chief Investment Officer of Engaged Capital, LLC, its General Partner
Date:	09/11/2025

Engaged Capital LLC

Signature:	/s/ Glenn W. Welling
Name/Title:	Glenn W. Welling, Founder and Chief Investment Officer
Date:	09/11/2025

Engaged Capital Holdings, LLC

Signature:	/s/ Glenn W. Welling
Name/Title:	Glenn W. Welling, Sole Member
Date:	09/11/2025

Welling Glenn W.

Signature:	/s/ Glenn W. Welling
Name/Title:	Glenn W. Welling
Date:	09/11/2025

FAQ

How many Portillo's (PTLO) shares does Engaged Capital report owning?

The filing reports Engaged Capital Flagship Master owns 3,534,411 shares and Engaged Capital Co-Invest XVII owns 1,534,890 shares, totaling 5,069,301 shares.

What percentage of PTLO does Engaged Capital's aggregate stake represent?

The aggregate 5,069,301 shares represent approximately 7.0% of the 71,905,580 shares outstanding reported by the issuer.

How were the purchases funded according to the Schedule 13D/A?

The filing states purchases were funded with working capital, which may include margin loans made by brokerage firms in the ordinary course of business.

Did Engaged Capital have any option positions in PTLO that remain outstanding?

No. The filing discloses that Engaged Capital Flagship Master previously sold short 200,000 call options but purchased to cover them prior to expiration and no longer has exposure to those Short Call Options.

Are Engaged Capital and related entities coordinating their holdings?

Yes. The filing states Engaged Capital, Engaged Holdings, and Mr. Glenn Welling may be deemed to beneficially own the aggregate shares and they are engaged in discussions with the issuer's board under a Cooperation Agreement.