Portillo's (PTLO) CFO adds 1,501 ESPP shares, 50 withheld for taxes

Rhea-AI Filing Summary

Portillo's Inc. Chief Financial Officer and Treasurer Michelle Greig Hook reported routine equity activity in Class A common stock. She acquired 1,501 shares on February 28, 2026, recorded at $4.81 per share, through participation in the company’s 2022 Employee Stock Purchase Plan at a 10% discount to the February 27, 2026 closing price. To cover tax withholding on the vesting of an equity award, 50 shares were withheld and disposed of the same day. Following these transactions, she directly owned 218,680 shares of Class A common stock.

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

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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^*

Hook Michelle Greig

(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)
	CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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	02/28/2026		A		1,501(1)	A	$4.81	218,730	D
Class A common stock	02/28/2026		F		50(2)	D	$4.81	218,680	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 December 1, 2025 to February 28, 2026. 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 February 27, 2026.

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 Michelle Hook	03/03/2026
	** 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).
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FAQ

What insider transactions did Portillo's (PTLO) CFO report on February 28, 2026?

Portillo's CFO Michelle Greig Hook reported acquiring 1,501 Class A shares and a 50-share tax-withholding disposition. The acquisition came through the 2022 Employee Stock Purchase Plan, while the 50 shares were withheld to satisfy tax obligations on a vesting award.

How many Portillo's (PTLO) shares does CFO Michelle Greig Hook own after this Form 4?

After these transactions, CFO Michelle Greig Hook directly owns 218,680 shares of Portillo's Class A common stock. This reflects the 1,501-share ESPP acquisition and the 50 shares withheld to cover tax liabilities on the vesting equity award reported.

Was the Portillo's (PTLO) CFO share acquisition an open-market purchase?

The acquisition was not an open-market trade; it occurred through Portillo's 2022 Employee Stock Purchase Plan. Shares for the December 1, 2025 to February 28, 2026 purchase period were bought at 90% of the February 27, 2026 closing price.

What does the 50-share disposition by Portillo's (PTLO) CFO represent?

The 50-share disposition represents shares deducted to satisfy tax withholding obligations on the vesting of an equity award. This is a tax-withholding transaction, not an open-market sale, and is common when restricted stock or similar awards vest.

At what price were the Portillo's (PTLO) ESPP shares acquired by the CFO?

The 1,501 ESPP shares were recorded at $4.81 per share. Under Portillo's 2022 Employee Stock Purchase Plan, these shares were purchased at 90% of the closing price of the company’s Class A common stock on February 27, 2026.