[SCHEDULE 13G/A] Portillo's Inc. Amended Passive Investment Disclosure

Portillo's Inc. ownership update filed by two institutional reporting persons shows 7,068,224 shares beneficially owned, representing 9.8% of Class A Common Stock.

Rhea-AI Filing Summary

Portillo's Inc. ownership update filed by two institutional reporting persons shows 7,068,224 shares beneficially owned, representing 9.8% of Class A Common Stock. The filing attributes 7,026,720 shares of sole voting and dispositive power to Orbis Investment Management Ltd and 41,504 shares to Allan Gray Australia Pty Ltd.

The filing states the reporting persons are classified as non-U.S. institutions equivalent to an investment adviser and disclaims group beneficial ownership. The signatory certifies comparable foreign regulatory oversight and agrees to provide additional information to Commission staff upon request.

Insights

Institutional Ownership Analyst

Large passive stake disclosed by Orbis and a small position from Allan Gray.

The filing reports 7,068,224 shares (9.8%) beneficially owned across the two reporting persons, with 7,026,720 shares identified as sole voting and dispositive power for Orbis. This establishes Orbis as a near-10% holder in Portillo's Class A stock.

Ownership is declared under a non-U.S. institutional regulatory framework "equivalent to an Investment Adviser" and the filing disclaims a formal group relationship. Subsequent disclosures could clarify trading intent or any coordinated activity.

Compliance & Regulatory Specialist

Filing follows Schedule 13G/A conventions and certifies foreign regulatory comparability.

The schedule is submitted as an amendment and includes a certification that the applicable foreign regulatory regime is substantially comparable to its U.S. counterpart. The signatory offers to furnish information that would appear on a Schedule 13D if requested by staff.

Because the filing disclaims group beneficial ownership and identifies sole voting/dispositive power figures, the disclosure focuses on holdings and regulatory equivalence rather than on trading plans or intent.

Key Figures

Beneficially owned: 7,068,224 shares Ownership percent: 9.8% Orbis sole voting power: 7,026,720 shares +2 more

5 metrics

Beneficially owned 7,068,224 shares Total reported beneficial ownership

Ownership percent 9.8% Percent of Class A Common Stock

Orbis sole voting power 7,026,720 shares Orbis sole voting and dispositive power

Allan Gray sole voting power 41,504 shares Allan Gray sole voting and dispositive power

Filing type Schedule 13G/A Amendment indicating institutional holdings

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/A regulatory

"Amendment No. 9 ) Portillo's Inc. Class A Common Stock"

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 owned financial

"Amount beneficially owned: 7,068,224 (b) Percent of class: 9.8 %"

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 power regulatory

"Sole Dispositive Power 7,026,720.00"

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)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Orbis hold in Portillo's (PTLO)?

Orbis Investment Management Ltd reports 7,026,720 shares of sole voting and dispositive power, representing part of the combined 7,068,224 shares disclosed as 9.8% of Class A Common Stock.

How much does Allan Gray Australia own in Portillo's (PTLO)?

Allan Gray Australia Pty Ltd reports ownership of 41,504 shares with sole voting and dispositive power. This position is included in the combined 7,068,224-share disclosure representing 9.8%.

Does the filing state the reporting persons are acting as a group?

No. The filing explicitly states that, despite submitting together, neither reporting person represents it is a member of a group under Section 13(d)(3) and each disclaims beneficial ownership of the other's shares.

What regulatory certification is included in this Schedule 13G/A?

The signatory certifies the foreign regulatory scheme for Orbis and Allan Gray is "substantially comparable" to the U.S. scheme and agrees to provide information that would otherwise appear on a Schedule 13D upon staff request.

Does the filing disclose voting or dispositive power for the shares?

Yes. The filing lists 7,026,720 shares of sole voting and dispositive power for Orbis and 41,504 shares for Allan Gray, with no shared voting or dispositive power reported.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 01:18 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. 9)

Portillo's Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value

(Title of Class of Securities)

73642K106

(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): 73642K106

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 7,026,720.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 7,026,720.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,026,720.00

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)

9.8 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP Number(s): 73642K106

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 41,504.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 41,504.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

41,504.00

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: Portillo's Inc.
(b)	Address of issuer's principal executive offices: C/O THE PORTILLO RESTAURANT GROUP, 2001 SPRING ROAD, SUITE 400, OAK BROOK, ILLINOIS 60523-1903
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 25 Front Street Hamilton HM11, Bermuda 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: Class A Common Stock, $0.01 par value
(e)	CUSIP No.: 73642K106
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: 7,068,224
(b)	Percent of class: 9.8 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: ORBIS INVESTMENT MANAGEMENT LTD - 7,026,720 Allan Gray Australia Pty Ltd - 41,504
	(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 - 7,026,720 Allan Gray Australia Pty Ltd - 41,504
	(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:	05/15/2026

Allan Gray Australia Pty Ltd

Signature:	Matthew Gaarder
Name/Title:	Attorney-in-Fact
Date:	05/15/2026