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

Rhea-AI Filing Summary

Portillo's Inc. (PTLO) filed a Form 3 on June 20, 2025 disclosing the initial beneficial ownership position of newly reported director Eugene I. Lee Jr.

The filing shows Mr. Lee directly holds 9,706 Class A common shares in the form of restricted stock units (RSUs) granted on June 16, 2025. These RSUs are subject to time-based vesting and will vest in full on December 31, 2025, contingent upon his continued service with the company. No derivative securities or additional indirect holdings are listed.

No purchases, sales, or changes to existing share counts were reported; the document simply establishes Mr. Lee’s ownership under Section 16 reporting requirements.

Insights

Financial Analyst

TL;DR: Routine Form 3; director discloses 9,706 RSUs—no material impact.

This Form 3 merely registers Eugene I. Lee Jr.’s initial ownership as a director. The stake—9,706 RSUs—represents a modest equity interest and does not signal insider buying or selling. Vesting by December 31, 2025 indicates standard board compensation. There are no derivative positions, option grants, or transactions affecting float or dilution. From a valuation or liquidity standpoint, the filing is administrative and non-impactful for investors.

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^*

LEE EUGENE I JR

(Last) (First) (Middle)

C/O PORTILLO'S INC.

2001 SPRING ROAD, SUITE 400

(Street)

OAK BROOK IL 60523

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2025

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

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

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

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	9,706(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 June 16, 2025, which will vest in full on December 31, 2025, subject to the Reporting Person's continued service with the Issuer through such vesting date and the terms of the applicable award agreement.

Remarks:

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

	/s/ Kelly M. Kaiser, as attorney-in-fact for Eugene I. Lee, Jr.	06/20/2025
	** 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 Portillo's (PTLO) file with the SEC on June 20, 2025?

A Form 3 initial statement of beneficial ownership for director Eugene I. Lee Jr.

How many Portillo's shares does Eugene I. Lee Jr. beneficially own?

He holds 9,706 Class A common shares in the form of RSUs.

When do the reported RSUs for PTLO vest?

The RSUs vest in full on December 31, 2025, subject to continued service.

Does the Form 3 include any derivative securities?

No, the filing lists no derivative positions beyond the time-based RSUs.

Is there any immediate financial impact from this Form 3 filing?

No. The filing is administrative; it does not involve transactions affecting share count or cash flows.