Portillo’s (NASDAQ: PTLO) CFO receives 90,579-share grant, 3,945 shares withheld for taxes

Rhea-AI Filing Summary

Portillo's Inc. reported that its CFO & Treasurer, Michelle Greig Hook, received an equity award of 90,579 shares of Class A common stock on April 15, 2026. Footnotes explain this represents restricted stock units with time-based vesting, with one-third vesting on each of the first three anniversaries of the grant date, contingent on continued service.

On the same date, 3,945 shares were deducted at a price of $5.52 per share to satisfy tax withholding obligations tied to previously disclosed awards. After these transactions, Hook directly owned 305,314 shares of Portillo’s Class A common stock. These events reflect compensation and tax withholding mechanics rather than open-market trading.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hook Michelle Greig

Role CFO & Treasurer

Type	Security	Shares	Price	Value
Grant/Award	Class A common stock	90,579	$0.00	--
Tax Withholding	Class A common stock	3,945	$5.52	$22K

Holdings After Transaction: Class A common stock — 309,259 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: 90,579 shares Tax withholding shares: 3,945 shares Tax withholding price: $5.52 per share +2 more

5 metrics

RSU grant 90,579 shares Restricted stock units granted on April 15, 2026

Tax withholding shares 3,945 shares Shares deducted to satisfy tax withholding obligations

Tax withholding price $5.52 per share Value used for shares withheld for taxes

Shares owned after transactions 305,314 shares Direct Class A common stock holdings after April 15, 2026 entries

Vesting schedule 1/3 per year over 3 years Time-based vesting of the 90,579 restricted stock units

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"

payment of exercise price or tax liability by delivering securities financial

"transaction code description: Payment of exercise price or tax liability by delivering securities"

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^*

Hook Michelle Greig

(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)
	CFO & Treasurer

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		90,579(1)	A	$0	309,259	D
Class A common stock	04/15/2026		F		3,945(2)	D	$5.52	305,314	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 Michelle Hook	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) CFO receive in this Form 4 filing?

The CFO, Michelle Greig Hook, received an equity award of 90,579 shares of Portillo’s Class A common stock. Footnotes state this represents restricted stock units subject to time-based vesting over three years, contingent on her continued service with the company.

How do the 90,579 Portillo's (PTLO) restricted stock units vest?

The 90,579 restricted stock units vest in three equal installments on each of the first three anniversaries of the April 15, 2026 grant date. Vesting is conditioned on the CFO’s continued service and the terms of the applicable award agreement.

Why were 3,945 Portillo's (PTLO) shares deducted in this Form 4?

The 3,945 shares were deducted to cover tax withholding obligations related to the vesting of previously disclosed equity awards. This is described in the footnotes as a payment of tax liability by delivering shares, not as an open-market sale transaction.

What is Michelle Greig Hook’s Portillo's (PTLO) shareholding after these transactions?

Following the grant and tax withholding deduction, Michelle Greig Hook directly owned 305,314 shares of Portillo’s Class A common stock. This figure reflects her updated direct holdings after the April 15, 2026 compensation and tax withholding entries.

Were any open-market buy or sell trades reported for Portillo's (PTLO) in this Form 4?

No open-market purchases or sales were reported. The filing shows a grant of 90,579 restricted stock units and a deduction of 3,945 shares for tax withholding. Both are compensation and tax mechanisms rather than discretionary market trading activity.