Berkshire-affiliated reporting persons disclose aggregate beneficial ownership of 3,859,067 shares of Portillo's Class A common stock, representing approximately 5.2% of the Class A shares outstanding. The position includes 2,813,437 units of PHD Group Holdings LLC that are exchangeable one-for-one into Class A shares, plus 1,045,630 Class A shares held directly by Berkshire Fund VIII-A, L.P. The reporting parties indicate no sole voting or dispositive power and report shared voting and dispositive power over the full aggregate position.
The filing describes the reporting persons as a set of related investment vehicles and advisers that may be deemed a group but disclaims that characterization. The statement also notes that Joshua Lutzker, a Managing Director of Berkshire Partners, serves as a director of the issuer.
Positive
None.
Negative
None.
Insights
TL;DR: Berkshire-affiliated entities own a meaningful 5.2% PTLO stake, largely via exchangeable LLC units, with shared — not sole — voting control.
The disclosed 3,859,067-share position is material enough to attract investor attention because it crosses common notice thresholds while remaining non-controlling. The composition — 2,813,437 exchangeable LLC units plus 1,045,630 directly held Class A shares — means potential dilution or conversion dynamics are relevant to share count and governance analysis. Reported shared voting and dispositive power indicates coordinated influence rather than unilateral control. The filing's group language and the presence of an affiliate on the board increase the potential for engagement but do not, by themselves, indicate an intent to change management or strategy.
TL;DR: The filing signals coordinated ownership among related entities but expressly disclaims admission of a formal group; voting power is shared.
From a governance perspective, the key takeaways are the shared nature of voting and dispositive power and the explicit caveat that the parties "may be deemed" a group while disclaiming such status. That language preserves flexibility for regulatory interpretation and future action. The fact that an affiliated managing director is a director of Portillo's could facilitate information flow or engagement, yet the absence of sole voting power limits immediate governance control. Investors should view this as a monitored, potentially active investment position rather than a takeover or control attempt based solely on this filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
06/30/2025
(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
Berkshire Partners Holdings LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,859,067.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,859,067.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,859,067.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
Rows 6, 8 and 9 include 3,859,067 shares of Class A common stock outstanding, which is the sum of (i) 1,045,630 shares of Class A common stock held by Berkshire Fund VIII-A L.P., and (ii) 2,813,437 units of PHD Group Holdings LLC ("LLC Units") held by Berkshire Fund VIII, L.P., Berkshire Investors III LLC, and Berkshire Investors IV LLC.
Row 11 is based on 74,719,017 shares of Class A common stock outstanding, which is the sum of (i) 71,905,580 shares of Class A common stock outstanding as of July 29, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 5, 2025, and (ii) 2,813,437 LLC Units that are exchangeable for shares of Class A common stock on a one-for-one basis, which are beneficially owned by the Reporting Persons.
SCHEDULE 13G
CUSIP No.
73642K106
1
Names of Reporting Persons
BPSP, L.P.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,859,067.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,859,067.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,859,067.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Rows 6, 8 and 9 include 3,859,067 shares of Class A common stock outstanding, which is the sum of (i) 1,045,630 shares of Class A common stock held by Berkshire Fund VIII-A L.P., and (ii) 2,813,437 LLC Units held by Berkshire Fund VIII, L.P., Berkshire Investors III LLC, and Berkshire Investors IV LLC.
Row 11 is based on 74,719,017 shares of Class A common stock outstanding, which is the sum of (i) 71,905,580 shares of Class A common stock outstanding as of July 29, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 5, 2025, and (ii) 2,813,437 LLC Units that are exchangeable for shares of Class A common stock on a one-for-one basis, which are beneficially owned by the Reporting Persons.
SCHEDULE 13G
CUSIP No.
73642K106
1
Names of Reporting Persons
Berkshire Partners LLC
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
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,859,067.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,859,067.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,859,067.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person:
Rows 6, 8 and 9 include 3,859,067 shares of Class A common stock outstanding, which is the sum of (i) 1,045,630 shares of Class A common stock held by Berkshire Fund VIII-A L.P., and (ii) 2,813,437 LLC Units held by Berkshire Fund VIII, L.P., Berkshire Investors III LLC, and Berkshire Investors IV LLC.
Row 11 is based on 74,719,017 shares of Class A common stock outstanding, which is the sum of (i) 71,905,580 shares of Class A common stock outstanding as of July 29, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 5, 2025, and (ii) 2,813,437 LLC Units that are exchangeable for shares of Class A common stock on a one-for-one basis, which are beneficially owned by the Reporting Persons.
SCHEDULE 13G
CUSIP No.
73642K106
1
Names of Reporting Persons
Berkshire Fund VIII, L.P.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,516,498.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,516,498.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,516,498.00
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)
3.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Row 11 is based on 74,422,078 shares of Class A common stock outstanding, which is the sum of (i) 71,905,580 shares of Class A common stock outstanding as of July 29, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 5, 2025, and (ii) 2,516,498 LLC Units that are exchangeable for shares of Class A common stock on a one-for-one basis, which are directly owned by Berkshire Fund VIII, L.P.
SCHEDULE 13G
CUSIP No.
73642K106
1
Names of Reporting Persons
Berkshire Fund VIII-A, L.P.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,045,630.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,045,630.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,045,630.00
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)
1.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Row 11 is based on 71,905,580 shares of Class A common stock outstanding as of July 29, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 5, 2025.
SCHEDULE 13G
CUSIP No.
73642K106
1
Names of Reporting Persons
Berkshire Investors III LLC
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
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
69,164.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
69,164.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
69,164.00
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)
OO
Comment for Type of Reporting Person:
Row 11 is based on 71,974,744 shares of Class A common stock outstanding, which is the sum of (i) 71,905,580 shares of Class A common stock outstanding as of July 29, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 5, 2025, and (ii) 69,164 LLC Units that are exchangeable for shares of Class A common stock on a one-for-one basis, which are directly owned by the Berkshire Investors III LLC.
SCHEDULE 13G
CUSIP No.
73642K106
1
Names of Reporting Persons
Berkshire Investors IV LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
227,775.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
227,775.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
227,775.00
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)
3.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
Row 11 is based on 72,133,352 shares of Class A common stock outstanding, which is the sum of (i) 71,905,580 shares of Class A common stock outstanding as of July 29, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 5, 2025, and (ii) 227,775 LLC Units that are exchangeable for shares of Class A common stock on a one-for-one basis, which are beneficially owned by the Berkshire Investors IV LLC.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
PORTILLO'S INC.
(b)
Address of issuer's principal executive offices:
2001 Spring Road, Suite 400, Oak Brook, IL 605523
Item 2.
(a)
Name of person filing:
This Statement is being filed on behalf of Berkshire Partner Holdings LLC ("BPH"), Berkshire Investors III LLC ("Berkshire Investors III"), Berkshire Investors IV LLC ("Berkshire Investors IV"), Berkshire Fund VIII-A, L.P. ("VIII-A"), Berkshire Fund VIII, L.P. ("VIII"), Berkshire Partners LLC ("BP"), and BPSP, L.P. ("BPSP") (each, a "Reporting Person" and, collectively, the "Reporting Persons"). Certain of the Reporting Persons make acquisitions in, and dispose of, securities of an issuer on the same terms and conditions and at the same time.
BPH is the general partner of BPSP, which is the managing member of BP. Eighth Berkshire Associates LLC ("8BA"), which is managed by an investment committee of more than three members (the "Committee"), is the general partner of VIII and VIII-A. The Committee also manages each of Berkshire Investors III and Berkshire Investors IV. BP is the investment adviser for VIII and VIII-A. The Committee makes investment and voting decisions for VIII and VIII-A by majority vote. Based on the foregoing and the relationships described herein, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Act. The filing of this Statement shall not be construed as an admission that the Reporting Persons admit to being part of a group or have agreed to act as a group. Joshua Lutzker, a Managing Director of BP, is a director of the Issuer.
An agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them is attached hereto as Exhibit 1.
(b)
Address or principal business office or, if none, residence:
The following address is the principal business office of each of the Reporting Persons:
200 Clarendon Street, 35th Floor
Boston, Massachusetts 02116-5021
(c)
Citizenship:
Each of BPH, BPSP, Berkshire Investors IV, VIII-A, and VIII is organized under the laws of the State of Delaware. Each of BP and Berkshire Investors III is organized under the laws of the Commonwealth of Massachusetts.
(d)
Title of class of securities:
Class A common stock, $0.01 par value per share
(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).
Item 4.
Ownership
(a)
Amount beneficially owned:
The responses of the Reporting Persons to Row (9) of the cover pages of this Statement are incorporated herein by reference. 8BA is the general partner of VIII and VIII-A. BP, a registered investment adviser, is the investment manager for VIII and VIII-A. As the managing member of BP, BPSP may be deemed to beneficially own the securities that are beneficially owned by BP. As the general partner of BPSP, BPH may be deemed to beneficially own the securities that are beneficially owned by BPSP. However, BPSP and BPH disclaim beneficial ownership of such securities, and the filing of this Statement shall not be construed as an admission that BPSP or BPH is, for the purpose of Section 13(d) of the Act, the beneficial owner of such securities beneficially owned by BP.
(b)
Percent of class:
The responses of the Reporting Persons to Row (11) of the cover pages of this Statement are incorporated herein by reference. As of June 29, 2025 the Reporting Persons beneficially owned in the aggregate 3,859,067 shares of Class A common stock, including 2,813,437 shares of Class A common stock issuable upon the conversion of an equal number of units of PHD Group Holdings LLC, representing approximately 5.2% of the shares of Class A common stock outstanding (based on the number of shares outstanding as of July 29, 2025, as provided in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2025).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
Under certain circumstances, partners, members or managed accounts of a Reporting Person or another person named above in Item 4, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Class A common stock beneficially owned by such Reporting Person.
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.
See Item 4(a) above.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
Berkshire Partners Holdings LLC
Signature:
/s/ Kenneth S. Bring
Name/Title:
Kenneth S. Bring - Managing Director
Date:
08/13/2025
BPSP, L.P.
Signature:
/s/ Kenneth S. Bring
Name/Title:
By: Berkshire Partners Holdings LLC, its general partner & By: Kenneth S. Bring - Managing Director
Date:
08/13/2025
Berkshire Partners LLC
Signature:
/s/ Kenneth S. Bring
Name/Title:
By: BPSP, L.P., its managing member; By: Berkshire Partners Holdings, LLC, its general partner; & By: Kenneth S. Bring - Managing Director
Date:
08/13/2025
Berkshire Fund VIII, L.P.
Signature:
/s/ Kenneth S. Bring
Name/Title:
By: Eighth Berkshire Associates LLC, its general partner & By: Kenneth S. Bring - Managing Director
Date:
08/13/2025
Berkshire Fund VIII-A, L.P.
Signature:
/s/ Kenneth S. Bring
Name/Title:
By: Eighth Berkshire Associates LLC, its general partner & By: Kenneth S. Bring - Managing Director
How many Class A shares of PTLO do Berkshire-affiliated entities report owning?
The reporting persons disclose beneficial ownership of 3,859,067 Class A shares of Portillo's.
What percentage of PTLO's Class A stock does that represent?
The filing reports this position represents approximately 5.2% of the Class A shares outstanding.
How many of the reported holdings are exchangeable units?
The position includes 2,813,437 units of PHD Group Holdings LLC that are exchangeable one-for-one for Class A common stock.
Do the reporting persons have sole voting/control power over these PTLO shares?
No. The filing shows 0 shares with sole voting power and 3,859,067 shares with shared voting and dispositive power.
Which entities filed the Schedule 13G/A for PTLO?
The filing was made on behalf of Berkshire Partners Holdings LLC, BPSP, L.P., Berkshire Partners LLC, Berkshire Fund VIII, L.P., Berkshire Fund VIII-A, L.P., Berkshire Investors III LLC, and Berkshire Investors IV LLC.
Is any Berkshire representative on Portillo's board?
Yes. The filing states that Joshua Lutzker, a Managing Director of Berkshire Partners, is a director of the issuer.
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