[Form 3] Portillo's Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

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.

Positive

• Officer alignment with shareholders via time‑based restricted stock units (67,025 RSUs) that vest over three years
• Timely SEC disclosure filed (Form 3) fulfilling reporting obligations under Section 16(a)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider disclosure showing time‑based RSUs for a named officer; governance disclosure is standard and non‑material.

This Form 3 records an initial equity grant to a named executive officer tied to continued service through time‑based vesting. The structure (one‑third annual vesting over three years) aligns management incentives with shareholder interests and is a common practice for executive compensation. There is no indication of accelerated vesting, cash consideration, or derivative instruments. The filing meets Section 16(a) reporting requirements and does not by itself signal a material change to capital structure or control.

Compensation Analyst

TL;DR: The RSU grant is compensation‑oriented, modest in disclosure detail, and consistent with standard retention awards.

The disclosure specifies 67,025 RSUs with time‑based vesting over three years, which suggests a retention and incentive objective. Without grant date fair value or percentage of outstanding equity disclosed, the absolute dollar or dilution impact cannot be assessed from this filing alone. No derivative securities or changes to prior ownership are reported. This is routine executive compensation reporting rather than a material corporate event.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lauer Denise Peggy

(Last) (First) (Middle)

C/O PORTILLO'S INC.

2001 SPRING RD, SUITE 400

(Street)

OAK BROOK IL 60523

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2025

3. Issuer Name and Ticker or Trading Symbol
Portillo's Inc. [ PTLO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Marketing Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	67,025(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units subject to time-based vesting granted on September 22, 2025, one-third of which vest on each of the first three anniversaries of the grant date, subject to the Reporting Person's continued service with the Issuer and the terms of the applicable award agreement.

Remarks:

Exhibit 24 - Power of Attorney (incorporated herein by reference).

	By: /s/ Kelly M. Kaiser, as attorney-in-fact for Denise P. Lauer	09/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Denise P. Lauer report on the Form 3 for PTLO?

The filing reports 67,025 Class A common stock units granted as restricted stock units on September 22, 2025, filed on September 30, 2025.

How do the restricted stock units vest for PTLO's CMO?

The RSUs vest one‑third on each of the first three anniversaries of the grant date, subject to continued service and the award agreement.

Does the Form 3 show any derivative securities or options for Denise Lauer?

No. The filing lists only non‑derivative Class A common stock in the form of restricted stock units; no derivatives are reported.

Who signed the Form 3 for Denise P. Lauer?

The form was signed by Kelly M. Kaiser as attorney‑in‑fact for Denise P. Lauer on September 30, 2025.

Does this Form 3 indicate a change in control or major transaction at PTLO?

No. The filing documents an initial insider equity grant and does not disclose any change in control or material transaction.