Portillo'S Inc. SEC Filings

Portillo's Inc. (PTLO) reported an insider equity grant. Director Eugene I. Lee, Jr. acquired 2,073 shares of Class A common stock on 10/15/2025 at a reported price of $0, reflecting a grant of restricted stock units. According to the footnote, these RSUs were granted on October 15, 2025 and will vest in full on 10/15/2026, subject to the award agreement.

Following the transaction, the reporting person beneficially owns 11,779 shares directly and 130,250 shares indirectly by Family Trust. This filing reflects an equity award to a director and an updated ownership position.

Portillo's Inc. amended its prior report to disclose compensation details tied to a leadership transition effective September 21, 2025. The Board Chair, Michael A. Miles, Jr., was named Interim CEO with an annualized base salary of $60,000 and an initial $1,200,000 RSU award that vests on the one-year anniversary, plus subsequent monthly RSU grants valued at $400,000 each that vest after one year. The departing CEO, Michael Osanloo, will receive 18 months of salary continuation, a prorated 2025 bonus, up to 18 months of benefits continuation, outplacement up to $25,000, and extended option exercise rights through the 10th anniversary of a 2018 grant.

Denise P. Lauer, Chief Marketing Officer of Portillo's Inc. (PTLO), reported initial beneficial ownership of 67,025 shares of Class A common stock as restricted stock units granted on September 22, 2025. The RSUs vest one-third on each of the first three anniversaries of the grant, subject to continued service and the award agreement. The filing was signed by an attorney-in-fact on September 30, 2025.

Portillo's Inc. announced that Michael Osanloo departed as President and Chief Executive Officer effective September 21, 2025, and was deemed to have resigned from the Board. The Board has reduced its size to eliminate the vacancy and started a CEO search that will use a leading global executive search firm. The company expects to enter into a release agreement with Mr. Osanloo that would trigger severance benefits under the Senior Executive Severance Plan.

Michael A. Miles, Jr., age 63, was appointed interim CEO effective September 21, 2025. Mr. Miles is the Board Chairman, previously served as interim CEO in 2014–2015, and has executive experience as former COO and President of Staples, Inc., and COO of Pizza Hut. Compensation for Mr. Miles as interim CEO has not been finalized and will be disclosed in an amendment.

Engaged Capital filed an amended Schedule 13D reporting ownership positions in Portillo's Inc. (Class A). Engaged Capital Flagship Master directly owns 3,534,411 shares (~4.9%) and Engaged Capital Co-Invest XVII directly owns 1,534,890 shares (~2.1%), for an aggregate of 5,069,301 shares representing approximately 7.0% of the 71,905,580 shares outstanding reported by the issuer.

The filing states the Flagship Master purchases cost approximately $38,757,991 and the Co-Invest purchases approximately $16,712,391, funded with working capital. The reporting persons are engaged in discussions with the issuer's board under a Cooperation Agreement. Previously sold short 200,000 call options were bought to cover and no longer pose exposure. Exhibit 1 lists recent transactions.

Portillo's Inc. (PTLO) insider transaction summary: Kelly M. Kaiser, who serves as General Counsel and Secretary and is a company officer and director, disposed of 437 shares of Class A common stock through a transaction coded as a tax-withholding sale related to vesting of a previously disclosed award. The shares were sold at a price of $6.82 per share. After this disposition, the reporting person beneficially owned 68,861 shares, held directly. The filing notes the sale occurred to satisfy tax withholding obligations tied to award vesting.

Keith M. Correia, Chief Information Officer of Portillo's Inc. (PTLO), acquired shares under the company ESPP and reported related withholding. On 08/31/2025 he purchased 128 shares of Class A common stock at $6.37 per share through the Portillo's 2022 Employee Stock Purchase Plan for the June 1, 2025 to August 31, 2025 purchase period; the ESPP purchase price was 90% of the issuer's closing price on August 29, 2025. The filing also shows a disposition of 3 shares on 08/31/2025 to satisfy tax withholding on a vesting award, leaving Mr. Correia with 29,439 shares beneficially owned following the reported transactions. The form was signed by an attorney-in-fact on 09/03/2025.

Portillo's Inc. (PTLO) reporting person Michael K. Ellis, Chief Development Officer, purchased shares under the company Employee Stock Purchase Plan. The Form 4 shows Mr. Ellis acquired 246 shares of Class A common stock on 08/31/2025 at a purchase price of $6.37 per share under the 2022 ESPP, which offered a 90% purchase price of the closing share price on the relevant lookback date. The filing also shows 5 shares were deducted to satisfy tax withholding on the vesting of the award, leaving beneficial ownership of 48,569 Class A shares following the transactions.