---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-287675"
form_type: "8-K"
ticker: "PTLO"
cik: "0001871509"
company_name: "Portillo's Inc."
filed_at: "2022-11-17T23:59:59+00:00"
generated_at: "2026-06-21T16:54:27.869179+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- Agreement with Berkshire Partners affiliates and other selling stockholders to buy shares and LLC units using proceeds from secondary offering of 8,000,000 shares.
- Price per share/unit was $22.69, equal to underwriter purchase price; aggregate purchase price approximately $181.5 million.
- Underwriters BofA Securities and Jefferies have 30-day option for up to 1,200,000 additional shares.
- Transactions reduce selling stockholders' post-offering interests; Class B shares retired and canceled.
- Offering closed November 17, 2022; stock unit and purchase agreement dated November 11, 2022.

## SEC filing metadata
- accession: 0001193125-22-287675
- form_type: 8-K
- ticker: PTLO
- cik: 0001871509
- company_name: Portillo's Inc.
- filed_at: 2022-11-17T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1871509/000119312522287675/0001193125-22-287675-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1871509/000119312522287675/d392763d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-287675
- JSON: https://secwatch.observer/filing/0001193125-22-287675.json
- Plain text: https://secwatch.observer/filing/0001193125-22-287675.txt

## Key facts
- Material Agreements
  Portillo's Inc. entered into Underwriting Agreement with BofA Securities, Inc. and Jefferies LLC, as underwriters (effective 2022-11-14).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: BofA Securities, Inc. and Jefferies LLC, as underwriters
  - Effective: 2022-11-14
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1871509/000119312522287675/0001193125-22-287675-index.htm
- Material Agreements
  Portillo's Inc. entered into Stock Unit and Purchase Agreement with certain funds affiliated with Berkshire Partners LLC and other selling stockholders named therein valued at approximately $181.5 million (effective 2022-11-11).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain funds affiliated with Berkshire Partners LLC and other selling stockholders named therein
  - Value: approximately $181.5 million
  - Effective: 2022-11-11
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1871509/000119312522287675/0001193125-22-287675-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.