Portillo's Inc. received an updated ownership report from Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd. Together they report beneficial ownership of 6,994,844 shares of Class A common stock, representing 9.7% of the class as of the reported date.
Orbis Investment Management Ltd has sole voting and dispositive power over 6,953,340 shares, while Allan Gray Australia Pty Ltd has sole voting and dispositive power over 41,504 shares. Both are non-U.S. institutions equivalent to investment advisers and state the holdings are in the ordinary course of business, not for changing or influencing control of Portillo's.
What ownership stake in Portillo's Inc. (PTLO) is reported in this Schedule 13G/A?
The filing reports beneficial ownership of 6,994,844 Portillo's Inc. Class A shares, representing 9.7% of the class. This stake is jointly reported by Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd as of the stated event date.
How many Portillo's Inc. shares does Orbis Investment Management Ltd hold?
Orbis Investment Management Ltd reports beneficial ownership and sole voting and dispositive power over 6,953,340 Portillo's Inc. Class A shares. This position forms the vast majority of the 6,994,844 shares reported in aggregate in the Schedule 13G/A.
What is Allan Gray Australia Pty Ltd’s position in Portillo's Inc. (PTLO)?
Allan Gray Australia Pty Ltd reports beneficial ownership and sole voting and dispositive power over 41,504 Portillo's Inc. Class A shares. This represents approximately 0.1% of the class and is included within the combined 9.7% stake disclosed.
Do Orbis and Allan Gray intend to influence control of Portillo's Inc.?
The reporting persons certify the securities were acquired and are held in the ordinary course of business and not for changing or influencing control of Portillo's Inc., nor in connection with any transaction having that control-related purpose or effect.
Are Orbis and Allan Gray acting as a group in this Portillo's ownership filing?
Each reporting person files together but states it does not represent being part of a group for Section 13(d)(3) purposes. Each also disclaims beneficial ownership of shares beneficially owned by the other, as detailed in the ownership section.
Who else may benefit from the Portillo's Inc. shares reported in this filing?
The filing notes that other persons have rights to receive dividends, direct dividend receipt, or receive sale proceeds for the securities beneficially owned by Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd, reflecting underlying client or beneficiary interests.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
Portillo's Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
73642K106
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
6,953,340.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
6,953,340.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,953,340.00
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)
9.7 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
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:
6,994,844
(b)
Percent of class:
9.7 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
ORBIS INVESTMENT MANAGEMENT LTD - 6,953,340
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 - 6,953,340
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.
