Portillo's PTLO insider purchase: 305 shares via ESPP reported

Rhea-AI Filing Summary

Jill Francine Waite, Chief People Officer of Portillo's Inc. (PTLO), reported transactions in the issuer's Class A common stock dated 08/31/2025. The filing shows 305 shares acquired under the Portillo's 2022 Employee Stock Purchase Plan at a purchase price equal to $6.37 per share (90% of the closing price on August 29, 2025). The filing also reports 8 shares deducted to satisfy tax withholding on a vesting award. Following the reported transactions, beneficial ownership is shown as 54,944 shares on the acquisition line and 54,936 shares on the withholding line. The Form 4 was submitted by Kelly M. Kaiser as attorney-in-fact for Ms. Waite and is dated 09/03/2025.

Insights

Securities Compliance Analyst

TL;DR Routine insider purchase under the company ESPP with tax withholding reported; filing fulfills Section 16 disclosure requirements.

This Form 4 documents a standard Employee Stock Purchase Plan purchase by an officer, including the mandatory reporting of shares withheld for taxes. The transaction code and explanations align with ESPP purchases and withholding practices. From a compliance perspective, the filing appears complete: it identifies the reporting person, relationship to the issuer, transaction dates, quantities, price, and the attorney-in-fact signature. There are no unexplained omissions or atypical transaction codes in the disclosed data.

Equity Compensation Specialist

TL;DR Officer participation in ESPP at a 10% discount; small net change in beneficial ownership after withholding.

The Form 4 shows participation in the Portillo's 2022 ESPP for the June 1–August 31, 2025 purchase period with shares bought at a 10% discount to the referenced closing price. The filing separately reports shares withheld to satisfy tax obligations on a vesting award, which is typical for equity compensation administration. Reported post-transaction share totals are explicitly stated, allowing clear tracking of the officer's holdings before and after these routine equity events.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Waite Jill Francine

(Last) (First) (Middle)

C/O PORTILLO'S INC.

2001 SPRING ROAD, SUITE 400

(Street)

OAK BROOK IL 60523

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	08/31/2025		A		305(1)	A	$6.37	54,944	D
Class A common stock	08/31/2025		F		8(2)	D	$6.37	54,936	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes shares of Class A Common Stock purchased pursuant to the Portillo's Inc. 2022 Employee Stock Purchase Plan ("ESPP"), for the purchase period of June 1, 2025 to August 31, 2025. In accordance with the ESPP, these shares were purchased at a price equal to 90% of the closing price of Issuer's Class A Common Stock on August 29, 2025.

2. Represents shares deducted to satisfy tax withholding obligations on the vesting of the award reported herein.

Remarks:

	By: /s/Kelly M. Kaiser, as attorney-in-fact for Jill Waite	09/03/2025
	** 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 4 (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 insider traded PTLO shares on 08/31/2025?

The insider was Jill Francine Waite, Chief People Officer of Portillo's Inc.

How many PTLO shares were purchased under the ESPP and at what price?

The filing reports 305 shares purchased under the 2022 ESPP at $6.37 per share.

Why were 8 PTLO shares reported as deducted?

The filing states 8 shares were deducted to satisfy tax withholding obligations on the vesting of an award.

What are the reported beneficial ownership totals after the transactions?

The Form 4 shows post-transaction beneficial ownership of 54,944 shares on the acquisition line and 54,936 shares on the withholding line.

Who signed the Form 4 and when was it dated?

The form was signed by /s/ Kelly M. Kaiser as attorney-in-fact for Jill Waite and is dated 09/03/2025.