Orbis and Allan Gray (PTLO) disclose 4.17M Portillo's shares under management

Rhea-AI Filing Summary

Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd report beneficial ownership of Portillo's Inc. Class A common stock. Together they report 4,171,276 shares, representing 5.8% of the class, held in discretionary accounts for their clients.

Orbis holds sole voting and dispositive power over 4,115,801 shares, while Allan Gray Australia holds sole voting and dispositive power over 55,475 shares. Each entity states it is a Non‑U.S. Institution equivalent to an Investment Adviser and disclaims beneficial ownership of shares beneficially owned by the other. Other persons have rights to receive dividends and sale proceeds for the securities held in these managed accounts.

Key Figures

Total beneficial ownership: 4,171,276 shares Percent of class: 5.8% Orbis sole voting and dispositive power: 4,115,801 shares +1 more

4 metrics

Total beneficial ownership 4,171,276 shares Class A common stock beneficially owned by both reporting persons

Percent of class 5.8% Percentage of Portillo's Class A common stock beneficially owned

Orbis sole voting and dispositive power 4,115,801 shares Shares over which Orbis has sole voting and dispositive power

Allan Gray Australia sole voting and dispositive power 55,475 shares Shares over which Allan Gray Australia has sole voting and dispositive power

Key Terms

beneficial ownership, sole voting power, sole dispositive power, Non-U.S. Institution (FI), +2 more

6 terms

beneficial ownership financial

"Item 4. | Ownership (a) | Amount beneficially owned: 4,171,276"

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 voting power financial

"5 | Sole Voting Power 4,115,801.00 6 | Shared Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"7 | Sole Dispositive Power 4,115,801.00 8 | Shared Dispositive Power 0.00"

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) regulatory

"Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd are classified as a Non-U.S. Institution (FI)"

Investment Adviser (IA) regulatory

"Non-U.S. Institution (FI) that is equivalent to an Investment Adviser (IA)"

An investment adviser (IA) is a person or firm that provides personalized guidance on buying, selling, or holding investments and often manages client portfolios for a fee. Investors should care because an IA has a legal duty to act in the client's best interest—think of them as a navigator who plans and steers your financial journey—so their advice, fee structure and potential conflicts can directly affect returns and financial risk.

Schedule 13D regulatory

"information that would otherwise be disclosed in a Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

What percentage of Portillo's Inc. (PTLO) does Orbis and Allan Gray report owning?

They report beneficial ownership of 5.8% of Portillo's Class A common stock, totaling 4,171,276 shares. This stake is held in discretionary accounts managed for their clients, who retain economic rights to dividends and sale proceeds.

How many PTLO shares does Orbis Investment Management Ltd control?

Orbis Investment Management Ltd reports 4,115,801 shares of Portillo's Inc. with sole voting and sole dispositive power. These shares are held for clients, who have rights to dividends and proceeds from any sale of the securities.

How many PTLO shares does Allan Gray Australia Pty Ltd control?

Allan Gray Australia Pty Ltd reports 55,475 shares of Portillo's Inc. with sole voting and sole dispositive power. Another person has the right to receive dividends and sale proceeds related to these securities held in managed accounts.

Are Orbis and Allan Gray filing as a group in this PTLO Schedule 13G/A?

They file together as “Reporting Persons” but state that none represents it is a member of a group for Section 13(d)(3) purposes. Each disclaims beneficial ownership of any shares beneficially owned by the other reporting person.

What is the nature of Orbis and Allan Gray’s role regarding PTLO shares?

Both entities are classified as Non-U.S. Institutions equivalent to Investment Advisers. They report voting and dispositive power over PTLO shares in client accounts, while clients or other persons hold the rights to dividends and sale proceeds.

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

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Available on EDGAR 08/14/2026 - 02:08 PM Accepted by SEC EDGAR 08/14/2026 - 02:08 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. 10)

Portillo's Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value

(Title of Class of Securities)

73642K106

(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): 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 4,115,801.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,115,801.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,115,801.00

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)

5.7 %

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 55,475.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 55,475.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

55,475.00

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: 4,171,276
(b)	Percent of class: 5.8 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: ORBIS INVESTMENT MANAGEMENT LTD - 4,115,801 Allan Gray Australia Pty Ltd - 55,475
	(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 - 4,115,801 Allan Gray Australia Pty Ltd - 55,475
	(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:	08/14/2026

Allan Gray Australia Pty Ltd

Signature:	Matthew Gaarder
Name/Title:	Attorney-in-Fact
Date:	08/14/2026