Portillo's (PTLO) CPO granted 40,760 RSUs, 1,818 shares withheld for taxes

Rhea-AI Filing Summary

Portillo's Inc. Chief People Officer Jill Francine Waite received a grant of 40,760 shares of Class A common stock in the form of restricted stock units on April 15, 2026. These awards vest over three years, with one-third vesting on each of the first three anniversaries of the grant date, subject to her continued service and the applicable award agreement.

On the same date, 1,818 shares of Class A common stock were deducted to satisfy tax withholding obligations tied to the vesting of previously disclosed awards, rather than sold in the open market. Following these transactions, Waite directly holds 134,018 shares of Portillo's Class A common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Waite Jill Francine

Role Chief People Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A common stock	40,760	$0.00	--
Tax Withholding	Class A common stock	1,818	$5.52	$10K

Holdings After Transaction: Class A common stock — 135,836 shares (Direct)

Footnotes (1)

1. Represents restricted stock units subject to time-based vesting granted on April 15, 2026, 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. Represents shares deducted to satisfy tax withholding obligations on the vesting of previously disclosed awards.

Key Figures

RSU grant: 40,760 shares Grant price: $0.0000 per share Tax withholding shares: 1,818 shares +3 more

6 metrics

RSU grant 40,760 shares Restricted stock units granted on April 15, 2026

Grant price $0.0000 per share Grant/award acquisition of Class A common stock

Tax withholding shares 1,818 shares Shares deducted to satisfy tax withholding obligations

Tax withholding price $5.52 per share Value used for tax withholding transaction

Post-transaction holdings 134,018 shares Direct Class A common stock held after transactions

Vesting schedule One-third annually over three years Time-based vesting from first three anniversaries of grant date

Key Terms

restricted stock units, time-based vesting, tax withholding obligations, grant, award, or other acquisition, +1 more

5 terms

restricted stock units financial

"Represents restricted stock units subject to time-based vesting granted on April 15, 2026"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

time-based vesting financial

"restricted stock units subject to time-based vesting granted on April 15, 2026"

Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.

tax withholding obligations financial

"Represents shares deducted to satisfy tax withholding obligations on the vesting of previously disclosed awards"

grant, award, or other acquisition financial

"transaction code description: Grant, award, or other acquisition"

tax-withholding disposition financial

"transaction action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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)
04/15/2026

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	04/15/2026		A		40,760(1)	A	$0	135,836	D
Class A common stock	04/15/2026		F		1,818(2)	D	$5.52	134,018	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 restricted stock units subject to time-based vesting granted on April 15, 2026, 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.

2. Represents shares deducted to satisfy tax withholding obligations on the vesting of previously disclosed awards.

Remarks:

	By: /s/Kelly M. Kaiser, as attorney-in-fact for Jill Waite	04/16/2026
	** 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 receive in this Form 4 filing?

The Chief People Officer received 40,760 shares of Class A common stock as restricted stock units. These awards vest over three years, encouraging long-term alignment with shareholders and retention through continued service with Portillo's Inc.

How do the new restricted stock units for Portillo's (PTLO) CPO vest over time?

The 40,760 restricted stock units vest in three equal installments. One-third vests on each of the first three anniversaries of the April 15, 2026 grant date, conditioned on continued service and the award agreement terms.

Were any Portillo's (PTLO) shares sold by the Chief People Officer in this Form 4?

The filing shows 1,818 shares were deducted to cover tax withholding obligations. This disposition relates to the vesting of previously disclosed awards and is not an open-market sale initiated for portfolio reasons.

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

After the grant and tax-related share deduction, the Chief People Officer directly holds 134,018 shares of Portillo's Class A common stock. This reflects her updated ownership position following the April 15, 2026 transactions.

What does the tax withholding transaction in the Portillo's (PTLO) Form 4 represent?

The 1,818-share transaction represents shares used to satisfy tax withholding obligations. It is recorded as a disposition but stems from automatic tax payment mechanics on vesting, not from discretionary selling activity in the market.