---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-066259"
form_type: "8-K"
ticker: "PTLO"
cik: "0001871509"
company_name: "Portillo's Inc."
filed_at: "2023-03-09T23:59:59+00:00"
generated_at: "2026-06-18T07:48:55.937547+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Portillo's enters $166.4M synthetic secondary to buy equity from Berkshire Partners and other insiders

## Summary
- Portillo's to sell 8M shares to public at $20.80 each on March 7, 2023, in a synthetic secondary offering.
- Company will use ~$166.4M in net proceeds to purchase LLC units and Class A common stock from selling stockholders, including Berkshire Partners affiliates.
- Over-allotment option allows underwriters to purchase up to 15% more shares; Company will buy equivalent equity from sellers.
- The transaction reduces selling stockholders' ownership; corresponding Class B shares retired.

## SEC filing metadata
- accession: 0001193125-23-066259
- form_type: 8-K
- ticker: PTLO
- cik: 0001871509
- company_name: Portillo's Inc.
- filed_at: 2023-03-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1871509/000119312523066259/0001193125-23-066259-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1871509/000119312523066259/d448973d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-066259
- JSON: https://secwatch.observer/filing/0001193125-23-066259.json
- Plain text: https://secwatch.observer/filing/0001193125-23-066259.txt

## Key facts
- 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 $166.4 million (effective 2023-03-03).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain funds affiliated with Berkshire Partners LLC and other selling stockholders named therein
  - Value: $166.4 million
  - Effective: 2023-03-03
  source text: On March 3, 2023, 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 March 7, 2023 (the “Offering”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1871509/000119312523066259/0001193125-23-066259-index.htm

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