Amendment No. 6 to Schedule 13G filed for Portillo's Inc. (PTLO) shows that Orbis Investment Management Ltd and affiliate Allan Gray Australia Pty Ltd now beneficially own 6,468,501 Class A shares, or 10.1 % of the outstanding class, as of 31 Jul 2025.
Orbis holds 6,432,551 shares and Allan Gray 35,950 shares; each entity reports sole voting and dispositive power and no shared power. The foreign investment advisers filed under Rule 13d-1(b) and certify that the stake was acquired in the ordinary course with no intent to influence control. They expressly disclaim group status under Section 13(d)(3).
Crossing the 10 % threshold places Orbis among PTLO’s largest holders, tightening the shareholder base and signalling increased institutional confidence, while potentially giving the firm greater influence on future corporate matters.
Positive
Institutional vote of confidence: Orbis’ 6.47 M-share position takes total ownership to 10.1 %, signalling long-term commitment.
Passive intent certified: Filing under Rule 13d-1(b) indicates no immediate activist agenda, reducing governance disruption risks.
Negative
Ownership concentration: A single investor now controls 10 % of the float, heightening liquidity risk if the position is unwound.
Potential voting leverage: Orbis’ large stake could sway key resolutions, affecting minority shareholder influence.
Insights
TL;DR: Orbis’ 10.1 % stake boosts institutional support for PTLO; modestly positive signal.
The disclosure that Orbis controls more than one-tenth of PTLO’s float suggests a long-term, fundamentals-driven position rather than short-term activism. Elevated institutional ownership can improve liquidity and research coverage, possibly narrowing the discount to peers. Because the filing is passive (13G, not 13D), immediate governance disruption is unlikely. Nonetheless, Orbis’ voting power could become decisive in close shareholder ballots, subtly shifting the balance toward value-oriented oversight.
While Orbis certifies no intent to influence control, the size of its stake means management must monitor this holder’s preferences on say-on-pay and strategic initiatives. The absence of group affiliation reduces coordination risk, yet a single institution’s exit could pressure the share price. Overall impact is neutral-to-slightly positive, given passive intent balanced against concentration risk.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
Portillo's Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
73642K106
(CUSIP Number)
07/31/2025
(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
6,432,551.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
6,432,551.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,432,551.00
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)
10.0 %
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
35,950.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
35,950.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
35,950.00
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 Limited
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:
6,468,501
(b)
Percent of class:
10.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
ORBIS INVESTMENT MANAGEMENT LTD - 6,432,551
Allan Gray Australia Pty Ltd - 35,950
(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 - 6,432,551
Allan Gray Australia Pty Ltd - 35,950
(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.
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 Limited.
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 Limited 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 Limited 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 Limited 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.
