Joshua Adam Lutzker - 02 Jan 2026 Form 4 Insider Report for Portillo's Inc. (PTLO)

Role
Director
Signature
/s/ Joshua Adam Lutzker
Issuer symbol
PTLO
Transactions as of
02 Jan 2026
Net transactions value
$0
Form type
4
Filing time
05 Jan 2026, 17:08:31 UTC
Previous filing
17 Apr 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Lutzker Joshua Adam Director C/O PORTILLO'S INC., 2001 SPRING ROAD, SUITE 400, OAK BROOK /s/ Joshua Adam Lutzker 05 Jan 2026 0001886815

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PTLO Class A Common Stock Award $0 +46,840 +73% $0.000000 110,890 02 Jan 2026 See note F1, F2, F5
holding PTLO Class A Common Stock 1,045,630 02 Jan 2026 By Berkshire Fund VIII-A, L.P. F3, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding PTLO LLC Units of PHD Group Holdings LLC 2,516,498 02 Jan 2026 Class A Common Stock 2,516,498 By Berkshire Fund VIII, L.P. F5, F6, F7
holding PTLO LLC Units of PHD Group Holdings LLC 69,164 02 Jan 2026 Class A Common Stock 69,164 By Berkshire Investors III LLC F5, F6, F8
holding PTLO LLC Units of PHD Group Holdings LLC 227,775 02 Jan 2026 Class A Common Stock 227,775 Berkshire Investors IV LLC F5, F6, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents restricted stock units ("RSUs") granted on January 2, 2026, which will vest in full on December 31, 2026, subject to the Reporting Person's continued service with the Issuer through such vesting date and the terms of the applicable award agreement.
F2 Any securities issued to the Reporting Person for service as a director of the Issuer is held by the Reporting Person for the benefit of funds or entities affiliated with Berkshire Partners LLC ("BP" and such affiliated funds or entities, the "BP Entities"). The Reporting Person disclaims beneficial ownership of such securities, except to the extent of the Reporting Person's pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3 Represents shares of Class A Common Stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A"). Such securities may be deemed to be beneficially owned by Berkshire Partners Holdings LLC ("BPH"); BPSP, L.P. ("BPSP"); Eighth Berkshire Associates LLC ("8BA"), its general partner; and BP, its investment adviser. BPH is the general partner of BPSP, which is the managing member of BP. As the managing member of BP, BPSP may be deemed to beneficially own shares of Class A Common Stock that are beneficially owned by BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of Class A Common Stock that are beneficially owned by BPSP. BPH, BPSP, VIII-A, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act").
F4 (Continued from footnote 3) Each of BPH, BPSP, VIII-A, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
F5 The Reporting Person disclaims beneficial ownership of such securities beneficially owned by any of the BP Entities, except to the extent of the Reporting Person's pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F6 Pursuant to the Second Amended and Restated Limited Liability Company Agreement of PHD Group Holdings LLC ("PHD Group Holdings"), dated as of October 20, 2021, LLC Units (as defined therein) directly held by certain of the BP Entities are exchangeable for shares of Class A Common Stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments. The LLC Units have no expiration date.
F7 Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII"). Such securities may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. BPH, BPSP, VIII, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Act. Each of BPH, BPSP, VIII, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
F8 Represents LLC Units of PHD Group Holdings held by Berkshire Investors III LLC ("BI III"). BI III may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Act and disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
F9 Represents LLC Units of PHD Group Holdings held by Berkshire Investors IV LLC ("BI IV"). BI IV may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Act and disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.