| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Berkshire Partners LLC | Director, 10%+ Owner | 200 CLARENDON STREET, 35TH FLOOR, BOSTON | /s/ See Signatures Included in Exhibit 99.1 | 2025-05-21 | 0001312988 |
| Berkshire Fund VIII-A, L.P. | Director, 10%+ Owner | 200 CLARENDON STREET, 35TH FLOOR, BOSTON | /s/ See Signatures Included in Exhibit 99.1 | 2025-05-21 | 0001514454 |
| Berkshire Fund VIII, L.P. | Director, 10%+ Owner | 200 CLARENDON STREET, 35TH FLOOR, BOSTON | /s/ See Signatures Included in Exhibit 99.1 | 2025-05-21 | 0001514470 |
| Berkshire Investors III LLC | Director, 10%+ Owner | 200 CLARENDON STREET, 35TH FLOOR, BOSTON | /s/ See Signatures Included in Exhibit 99.1 | 2025-05-21 | 0001505184 |
| Berkshire Investors IV LLC | Director, 10%+ Owner | 200 CLARENDON STREET, 35TH FLOOR, BOSTON | /s/ See Signatures Included in Exhibit 99.1 | 2025-05-21 | 0001505185 |
| Eighth Berkshire Associates LLC | Director, 10%+ Owner | 200 CLARENDON STREET, 35TH FLOOR, BOSTON | /s/ See Signatures Included in Exhibit 99.1 | 2025-05-21 | 0001888111 |
| Berkshire Partners Holdings LLC | Director, 10%+ Owner | 200 CLARENDON STREET, 35TH FLOOR, BOSTON | /s/ See Signatures Included in Exhibit 99.1 | 2025-05-21 | 0001597786 |
| BPSP, L.P. | Director, 10%+ Owner | 200 CLARENDON STREET, 35TH FLOOR, BOSTON | /s/ See Signatures Included in Exhibit 99.1 | 2025-05-21 | 0001597787 |
| Lutzker Joshua Adam | Director | C/O PORTILLO'S INC., 2001 SPRING ROAD, SUITE 400, OAK BROOK | /s/ See Signatures Included in Exhibit 99.1 | 2025-05-21 | 0001886815 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PTLO | Class A Common Stock | Conversion of derivative security | +6.52M | 6.52M | May 19, 2025 | By Berkshire Fund VIII, L.P. | F2, F5, F6 | |||
| transaction | PTLO | Class A Common Stock | Sale | -$79.8M | -6.52M | -100% | $12.23 | 0 | May 19, 2025 | By Berkshire Fund VIII, L.P. | F1, F2, F6 |
| transaction | PTLO | Class A Common Stock | Conversion of derivative security | +179K | 179K | May 19, 2025 | By Berkshire Investors III LLC | F5, F6 | |||
| transaction | PTLO | Class A Common Stock | Sale | -$2.19M | -179K | -100% | $12.23 | 0 | May 19, 2025 | By Berkshire Investors III LLC | F1, F6 |
| transaction | PTLO | Class A Common Stock | Conversion of derivative security | +590K | 590K | May 19, 2025 | By Berkshire Investors IV LLC | F5, F6 | |||
| transaction | PTLO | Class A Common Stock | Sale | -$7.22M | -590K | -100% | $12.23 | 0 | May 19, 2025 | By Berkshire Investors IV LLC | F1, F6 |
| transaction | PTLO | Class A Common Stock | Sale | -$33.1M | -2.71M | -72.15% | $12.23 | 1.05M | May 19, 2025 | By Berkshire Fund VIII-A, L.P. | F1, F3, F6 |
| holding | PTLO | Class A Common Stock | 64.1K | May 19, 2025 | See note | F4, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PTLO | LLC Units of PHD Group Holdings LLC | Conversion of derivative security | -6.52M | -72.15% | 2.52M | May 19, 2025 | Class A Common Stock | 6.52M | By Berkshire Fund VIII, L.P. | F2, F5, F6 | |||
| transaction | PTLO | LLC Units of PHD Group Holdings LLC | Conversion of derivative security | -179K | -72.15% | 69.2K | May 19, 2025 | Class A Common Stock | 179K | By Berkshire Investors III LLC | F5, F6 | |||
| transaction | PTLO | LLC Units of PHD Group Holdings LLC | Conversion of derivative security | -590K | -72.16% | 228K | May 19, 2025 | Class A Common Stock | 590K | By Berkshire Investors IV LLC | F5, F6 |
| Id | Content |
|---|---|
| F1 | On May 19, 2025, the following funds or entities affiliated with Berkshire Partners LLC ("BP") sold shares of Class A common stock of the Issuer in a block trade pursuant to Rule 144 as follows: 6,521,015 by Berkshire Fund VIII, L.P. ("VIII"); 179,210 by Berkshire Investors III LLC ("BI III"); 590,240 by Berkshire Investors IV LLC ("BI IV"); and 2,709,535 by Berkshire Fund VIII-A, L.P. ("VIII-A"). |
| F2 | Securities held by VIII may be deemed to be beneficially owned by Berkshire Partners Holdings LLC ("BPH"); BPSP, L.P. ("BPSP"); Eighth Berkshire Associates LLC ("8BA"), its general partner; and BP, its investment adviser. |
| F3 | Securities held by VIII-A may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. BPH is the general partner of BPSP, which is the managing member of BP. As the managing member of BP, BPSP may be deemed to beneficially own shares of Class A common stock that are beneficially owned by BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of Class A common stock that are beneficially owned by BPSP. |
| F4 | Represents restricted stock units granted to Joshua Lutzker for his service on the Board of Directors of the Issuer. Any securities that have been issued to Mr. Lutzker, and may be issued to Mr. Lutzker in the future, for service as a director are held by each of them for the benefit of funds or entities affiliated with BP. |
| F5 | Pursuant to the Second Amended and Restated Limited Liability Company Agreement of PHD Group Holdings LLC ("PHD Group Holdings"), dated as of October 20, 2021, LLC Units (as defined therein) directly held by certain of the Reporting Persons are exchangeable for shares of Class A common stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments as set forth therein. The LLC Units have no expiration date. |
| F6 | Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act. |