Portillo's (PTLO) Insider Purchase: 128 ESPP Shares Bought at $6.37

Rhea-AI Filing Summary

Keith M. Correia, Chief Information Officer of Portillo's Inc. (PTLO), acquired shares under the company ESPP and reported related withholding. On 08/31/2025 he purchased 128 shares of Class A common stock at $6.37 per share through the Portillo's 2022 Employee Stock Purchase Plan for the June 1, 2025 to August 31, 2025 purchase period; the ESPP purchase price was 90% of the issuer's closing price on August 29, 2025. The filing also shows a disposition of 3 shares on 08/31/2025 to satisfy tax withholding on a vesting award, leaving Mr. Correia with 29,439 shares beneficially owned following the reported transactions. The form was signed by an attorney-in-fact on 09/03/2025.

Positive

• Officer participation in ESPP: Keith M. Correia purchased 128 shares under the 2022 ESPP, indicating use of employee benefit.
• Transparent reporting: Form discloses transaction codes, prices ($6.37 per share), and explains ESPP pricing (90% of Aug 29, 2025 close).
• Minor net increase in holdings: Beneficial ownership after transactions is reported as 29,439 shares.

Negative

• None.

Insights

Corporate Insider / Compensation Analyst

TL;DR: Routine ESPP purchase by an officer; participation signals use of employee benefit but is not material on its own.

This Form 4 discloses a standard, non-discretionary purchase under Portillo's ESPP and a small tax-withholding disposition. The purchase of 128 shares at $6.37 each reflects plan mechanics (90% lookback pricing) rather than a discretionary open-market trade. The net change in beneficial ownership is modest relative to typical company float, and there is no indication of other compensatory grants or large sales in this filing.

Securities Compliance / Governance Expert

TL;DR: Filing appears complete and routine; shows proper reporting of ESPP purchase and tax withholding.

The Form 4 clearly identifies the reporting person, relationship to the issuer (Chief Information Officer), transaction dates, codes and amounts, and provides required explanatory notes about the ESPP pricing and tax withholding. The signature by an attorney-in-fact is included. There are no indications of late reporting or omissions within the text 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
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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^*

Correia Keith M

(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 Information 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		128(1)	A	$6.37	29,442	D
Class A common stock	08/31/2025		F		3(2)	D	$6.37	29,439	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:

	/s/ Kelly M. Kaiser, as attorney-in-fact for Keith M Correia	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 transactions did PTLO insider Keith M. Correia report on Form 4?

The filing reports a purchase of 128 Class A shares at $6.37 on 08/31/2025 under the ESPP and a deduction of 3 shares for tax withholding on the same date.

How was the ESPP purchase price determined for the PTLO Form 4?

The ESPP shares were purchased at a price equal to 90% of Portillo's closing price on August 29, 2025, per the filing.

How many PTLO shares does Keith M. Correia beneficially own after the reported transactions?

After the reported transactions, the filing shows beneficial ownership of 29,439 shares.

What is the relationship of the reporting person to Portillo's (PTLO)?

The reporting person, Keith M. Correia, is an officer serving as Chief Information Officer of Portillo's Inc.

Who signed the Form 4 for Keith M. Correia and when?

The form was signed by Kelly M. Kaiser as attorney-in-fact for Keith M. Correia on 09/03/2025.