PTLO insider trade: Eugene I. Lee Jr. increases indirect stake via family trust

Rhea-AI Filing Summary

Portillo's Inc. (PTLO) director Eugene I. Lee Jr. reported purchases of Class A common stock on 08/07/2025 totaling 130,250 shares at a stated weighted-average price of $7.68. The filing lists those shares as indirectly owned by a family trust, bringing the reported indirect beneficial ownership to 130,250 shares. The Form 4 also shows a separate disposition of 9,706 shares. The filer notes the purchases occurred at prices ranging from $7.54 to $7.78 and offers to provide the breakdown of shares purchased at each price upon request.

The Form is signed by an attorney-in-fact for the reporting person. Other customary Form 4 disclosures are present but no additional commentary or plans are stated in the filing.

Positive

• Reported purchase of 130,250 Class A shares at a weighted-average price of $7.68, indicating insider buying.
• Indirect beneficial ownership increased to 130,250 shares held by a family trust, as disclosed on the Form 4.

Negative

• Disposition of 9,706 shares is reported on the same filing without explanatory detail.
• Purchase breakdown by individual transaction price is not listed in the filing; requester must obtain granular lot-level details.

Insights

Securities Analyst

TL;DR: Director bought 130,250 Class A shares at a $7.68 weighted average; routine insider purchase with limited additional context.

The reported acquisition of 130,250 Class A shares at a weighted-average price of $7.68 is a clear insider buy disclosed on Form 4. Insider purchases can be perceived positively because they increase insider-aligned ownership, but the filing lacks context on prior holdings or percent ownership of outstanding shares, so the market impact is unclear from this filing alone. The separate reported disposition of 9,706 shares should be monitored for timing and purpose, but the filing provides no explanatory detail.

Corporate Governance Expert

TL;DR: Purchase reported as indirect via family trust and signed by attorney-in-fact; procedural disclosure appears complete but limited in granularity.

The transaction is reported as indirect beneficial ownership through a family trust, which is a common ownership structure for executives and directors. The filing includes a weighted-average purchase price and a statement that more granular price-by-lot details are available on request, indicating compliance with disclosure norms. The signature by an attorney-in-fact is disclosed. No evidence in this filing of a trading plan or other governance actions related to the trades is provided.

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^*

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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	08/07/2025		P		130,250	A	$7.68(1)	130,250	I	By Family Trust
Class A common stock								9,706	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 the weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $7.54 to $7.78, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the aforementioned range.

Remarks:

	/s/ Kelly M. Kaiser, as attorney-in-fact for Eugene I. Lee, Jr.	08/08/2025
	** 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 did Portillo's (PTLO) director Eugene I. Lee Jr. report on the Form 4?

The Form 4 reports a purchase of 130,250 Class A shares at a weighted-average price of $7.68 and a separate disposition of 9,706 shares.

When were the reported PTLO transactions executed?

The Form 4 lists the earliest transaction date as 08/07/2025 for the reported purchases.

How are the purchased PTLO shares held?

The filing states the 130,250 shares are indirectly owned by a family trust (indirect beneficial ownership).

What price range did the PTLO purchases occur at?

The filing notes purchases occurred at prices ranging from $7.54 to $7.78 and gives a weighted-average price of $7.68.

Does the Form 4 show who signed the filing for Eugene I. Lee Jr.?

Yes; the Form 4 is signed by Kelly M. Kaiser as attorney-in-fact for Eugene I. Lee, Jr.