Portillo's repurchases $181.5M in shares/units from selling stockholders at $22.69 each in secondary offering

In connection with the Offering, on November 14, 2022, the Company and PHD Group Holdings, LLC entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and Jefferies LLC, as underwriters (the “Underwriters”) for the purchase and sale of 8,000,000 shares of the Company’s Class A common stock.

On November 11, 2022, Portillo’s Inc. (the “Company”) entered into a stock unit and purchase agreement (the “Stock Unit and Purchase Agreement”) with certain funds affiliated with Berkshire Partners LLC and other selling stockholders named therein (collectively, the “Selling Stockholders”), pursuant to which the Company agreed to (i) purchase limited liability company units of its subsidiary, PHD Group Holdings, LLC, from certain of the Selling Stockholders and (ii) purchase shares of Class A common stock of the Company from certain Selling Stockholders, in each case, in a private, non-underwritten transaction made in connection with an underwritten “synthetic secondary” public offering by the Company of 8,000,000 shares of its Class A common stock on November 14, 2022 (the “Offering”).