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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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SCHEDULE 13D/A 0000921895-24-001846 0001559771 XXXXXXXX LIVE 5 Class A Common Stock, $0.01 par value per share 10/20/2025 false 0001871509 73642K106 Portillo's Inc. C/O THE PORTILLO RESTAURANT GROUP 2001 SPRING ROAD, SUITE 400 OAK BROOK IL 60523-1903 GLENN W. WELLING 949-734-7900 ENGAGED CAPITAL, LLC 610 Newport Center Drive, Suite 950 Newport Beach CA 92660 RYAN NEBEL 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001580761 N Engaged Capital Flagship Master Fund, LP WC N E9 0.00 100.00 0.00 100.00 100.00 N 0.0001 PN 0002026762 N Engaged Capital Co-Invest XVII, LP WC N DE 0.00 1534890.00 0.00 1534890.00 1534890.00 N 2.1 PN 0001559771 N Engaged Capital LLC OO N DE 0.00 1534990.00 0.00 1534990.00 1534990.00 N 2.1 IA OO 0001580769 N Engaged Capital Holdings, LLC OO N DE 0.00 1534990.00 0.00 1534990.00 1534990.00 N 2.1 OO 0001580771 N Welling Glenn W. OO N X1 0.00 1534990.00 0.00 1534990.00 1534990.00 N 2.1 IN Class A Common Stock, $0.01 par value per share Portillo's Inc. C/O THE PORTILLO RESTAURANT GROUP 2001 SPRING ROAD, SUITE 400 OAK BROOK IL 60523-1903 Item 3 is hereby amended and restated to read as follows: The Shares purchased by Engaged Capital Flagship Master and Engaged Capital Co-Invest XVII were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 100 Shares beneficially owned by Engaged Capital Flagship Master is approximately $1,036, including brokerage commissions. The aggregate purchase price of the 1,534,890 Shares beneficially owned by Engaged Capital Co-Invest XVII is approximately $16,712,391, including brokerage commissions. Item 4 is hereby amended to add the following: The sales of Shares reported herein were undertaken for the purposes of effectuating a portfolio rebalancing and are not an indication of the Reporting Persons' view on the future prospects of the Issuer. Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 71,905,580 Shares outstanding as of July 29, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2025. As of the date hereof, Engaged Capital Flagship Master directly beneficially owned 100 Shares, constituting approximately 0.0001% of the Shares outstanding. As of the date hereof, Engaged Capital Co-Invest XVII directly beneficially owned 1,534,890 Shares, constituting approximately 2.1% of the Shares outstanding. Engaged Capital, as the general partner and investment adviser of each of Engaged Capital Flagship Master and Engaged Capital Co-Invest XVII, may be deemed to beneficially own the 1,534,990 Shares owned in the aggregate by Engaged Capital Flagship Master and Engaged Capital Co-Invest XVII, constituting approximately 2.1% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 1,534,990 Shares owned in the aggregate by Engaged Capital Flagship Master and Engaged Capital Co-Invest XVII, constituting approximately 2.1% of the Shares outstanding. Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 1,534,990 Shares owned in the aggregate by Engaged Capital Flagship Master and Engaged Capital Co-Invest XVII, constituting approximately 2.1% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. Item 5(c) is hereby amended and restated to read as follows: Exhibit 1 annexed hereto sets forth all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 4 to the Schedule 13D. Except as otherwise set forth therein, all of such transactions were effected in the open market. Item 5(e) is hereby amended and restated to read as follows: As of October 21, 2025, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares. Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities. Engaged Capital Flagship Master Fund, LP /s/ Glenn W. Welling Glenn W. Welling, Founder and Chief Investment Officer of Engaged Capital, LLC, its General Partner 10/22/2025 Engaged Capital Co-Invest XVII, LP /s/ Glenn W. Welling Glenn W. Welling, Founder and Chief Investment Officer of Engaged Capital, LLC, its General Partner 10/22/2025 Engaged Capital LLC /s/ Glenn W. Welling Glenn W. Welling, Founder and Chief Investment Officer 10/22/2025 Engaged Capital Holdings, LLC /s/ Glenn W. Welling Glenn W. Welling, Sole Member 10/22/2025 Welling Glenn W. /s/ Glenn W. Welling Glenn W. Welling 10/22/2025