Form 4: Portillo's Inc. Director Lutzker Receives Restricted Stock Units

Director Joshua Adam Lutzker receives restricted stock units for board service, while Berkshire Partners' affiliated entities hold significant positions in Portillo's through Class A common stock and LLC Units.

Summary

• On April 15, 2025, Joshua Adam Lutzker, a director of Portillo's Inc., was granted 17,798 restricted stock units (RSUs) for his board service.
• These RSUs will vest on December 31, 2025, contingent upon his continued service.
• Lutzker also indirectly holds 54,537 shares of Class A Common Stock.
• Berkshire Fund VIII-A, L.P. holds 3,755,165 shares of Class A common stock.
• Berkshire Fund VIII, L.P. holds LLC Units of PHD Group Holdings LLC exchangeable for 5,216,808 shares of Class A common stock.
• Berkshire Investors III LLC holds LLC Units of PHD Group Holdings LLC exchangeable for 143,372 shares of Class A common stock.
• Berkshire Investors IV LLC holds LLC Units of PHD Group Holdings LLC exchangeable for 472,191 shares of Class A common stock.
• Lutzker disclaims beneficial ownership of securities held by Berkshire Partners' affiliated entities, except to the extent of his pecuniary interest.

Sentiment

Score: 6

Explanation: The document is a standard regulatory filing, so the sentiment is neutral. The grant of RSUs is a positive sign of alignment, but the filing itself doesn't indicate strong positive or negative sentiment.

Positives

• The grant of RSUs to a director aligns their interests with the company's performance and shareholder value.

Industry Context

This filing is a routine disclosure of insider transactions, common for publicly traded companies. It provides transparency into the holdings and transactions of company directors and major shareholders.

Comparison to Industry Standards

• Director compensation in the form of restricted stock units is a common practice among publicly traded companies to align director interests with shareholder value.
• The size of Berkshire Partners' holdings is not unusual for private equity firms that have taken a company public.
• Similar holdings can be seen in companies like Domino's Pizza (held by Bain Capital) and Dunkin' Brands (formerly held by Carlyle Group) after their respective IPOs.

Stakeholder Impact

• The grant of RSUs to a director can positively impact shareholders by aligning director interests with company performance.
• The significant holdings of Berkshire Partners' affiliated entities indicate their continued investment in and influence over Portillo's.

Key Dates

Keywords

Portillo's, PTLO, Director, Joshua Lutzker, Restricted Stock Units, RSUs, Berkshire Partners, Class A Common Stock, LLC Units, Beneficial Ownership, Form 4