Portillo's (PTLO) Chief People Officer has shares withheld for taxes on vesting

Rhea-AI Filing Summary

Portillo's Inc. Chief People Officer Jill Francine Waite reported a routine tax-related share disposition. On the vesting of a previously disclosed equity award, 1,840 shares of Class A common stock were withheld at $6.49 per share to satisfy tax withholding obligations, rather than being sold in the open market. After this withholding, she directly holds 132,178 shares of Portillo's Class A common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Waite Jill Francine

Role Chief People Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A common stock	1,840	$6.49	$12K

Holdings After Transaction: Class A common stock — 132,178 shares (Direct, null)

Footnotes (1)

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Key Figures

Tax-withheld shares: 1,840 shares Withholding price: $6.49 per share Shares held after transaction: 132,178 shares +1 more

4 metrics

Tax-withheld shares 1,840 shares Shares deducted to satisfy tax withholding obligations

Withholding price $6.49 per share Value used for tax-withholding disposition

Shares held after transaction 132,178 shares Direct holdings following tax-withholding event

Transaction code F Payment of tax liability by delivering securities

Key Terms

Class A common stock, tax withholding obligations, vesting, Form 4, +1 more

5 terms

Class A common stock financial

"1,840 shares of Class A common stock were withheld"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

tax withholding obligations financial

"Represents shares deducted to satisfy tax withholding obligations"

vesting financial

"on the vesting of a previously disclosed award"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 regulatory

"The filing shows 1,840 shares were withheld in this Form 4"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

transaction code F regulatory

"Transaction code F indicates payment of an exercise price or tax liability"

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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 ILLINOIS 60523

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2026

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

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

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

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	05/02/2026		F		1,840(1)	D	$6.49	132,178	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. Represents shares deducted to satisfy tax withholding obligations on the vesting of a previously disclosed award.

Remarks:

	By: /s/Kelly M. Kaiser, as attorney-in-fact for Jill Waite	05/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Portillo's (PTLO) Chief People Officer report in this Form 4?

The filing shows 1,840 shares of Portillo's Class A common stock were withheld to cover tax obligations on a vesting equity award. This was a tax-withholding disposition, not an open-market sale, and reflects routine handling of compensation-related stock.

Did Jill Francine Waite sell Portillo's (PTLO) shares on the open market?

No, the 1,840 shares were deducted to satisfy tax withholding obligations tied to a vesting award. The transaction code F and footnote confirm it was payment of taxes by delivering shares, rather than a discretionary purchase or sale in the market.

How many Portillo's (PTLO) shares does the Chief People Officer hold after this transaction?

Following the tax-withholding disposition, Jill Francine Waite directly holds 132,178 shares of Portillo's Class A common stock. This figure reflects her remaining position after 1,840 shares were withheld to cover taxes on a previously disclosed equity award vesting.

What does transaction code F mean in the Portillo's (PTLO) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 1,840 shares of Portillo's Class A common stock were withheld specifically to satisfy tax withholding obligations arising from the vesting of a prior equity award.

Was this Portillo's (PTLO) insider transaction related to a new stock option exercise?

The Form 4 describes shares withheld for tax on the vesting of a previously disclosed award, not a new option exercise. No derivative transactions were reported, and the derivative summary is empty, emphasizing this was purely a tax-withholding event on an existing equity grant.