Portillo's (PTLO) CPO adds ESPP shares, small tax withholding adjustment

Rhea-AI Filing Summary

Portillo's Inc. Chief People Officer Jill Francine Waite reported routine equity compensation activity in Class A common stock. She acquired 1,146 shares at $3.86 per share through the 2022 Employee Stock Purchase Plan for the March 1 to May 31, 2026 purchase period, at 90% of the May 29, 2026 closing price. To cover tax withholding on the vesting of this award, 33 shares were deducted. Following these transactions, she directly holds 133,324 shares of Class A common stock.

Insights

Equity compensation analyst

Routine ESPP purchase and small tax withholding, no open‑market trading.

The transactions reflect standard employee equity participation at Portillo's Inc.. Jill Francine Waite acquired 1,146 Class A shares via the 2022 Employee Stock Purchase Plan at $3.86 per share, representing a discounted purchase tied to the May 29, 2026 closing price.

Separately, 33 shares were withheld to satisfy tax obligations upon vesting of the reported award, a common non-market disposition that does not indicate discretionary selling. After these transactions she directly holds 133,324 shares, so the net change is small relative to her overall position.

Because there are no derivative exercises, open-market buys, or sales, the informational value for investors is limited. The filing mainly documents ongoing participation in company stock programs rather than a shift in insider sentiment.

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	1,146	$3.86	$4K
Tax Withholding	Class A common stock	33	$3.86	$127.38

Holdings After Transaction: Class A common stock — 133,324 shares (Direct, null)

Footnotes (1)

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 March 1, 2026 to May 31, 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 May 29, 2026. Represents shares deducted to satisfy tax withholding obligations on the vesting of the award reported herein.

Key Figures

ESPP shares acquired: 1,146 shares Tax withholding shares: 33 shares ESPP purchase price: $3.86 per share +3 more

6 metrics

ESPP shares acquired 1,146 shares Class A common stock via 2022 ESPP for March 1–May 31, 2026

Tax withholding shares 33 shares Deducted to satisfy tax obligations on vesting of award

ESPP purchase price $3.86 per share 90% of closing price on May 29, 2026 under ESPP

Shares held after transactions 133,324 shares Direct holdings of Class A common stock after reported transactions

Tax withholding disposition 1 transaction Code F disposition to cover tax liability

Grant/award acquisition 1 transaction Code A acquisition via ESPP participation

Key Terms

Employee Stock Purchase Plan, tax withholding obligations, vesting of the award, Grant, award, or other acquisition, +1 more

5 terms

Employee Stock Purchase Plan financial

"Includes shares of Class A Common Stock purchased pursuant to the Portillo's Inc. 2022 Employee Stock Purchase Plan ("ESPP")"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

tax withholding obligations financial

"Represents shares deducted to satisfy tax withholding obligations on the vesting of the award"

vesting of the award financial

"Represents shares deducted to satisfy tax withholding obligations on the vesting of the award reported herein"

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""

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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)
05/31/2026

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	05/31/2026		A		1,146(1)	A	$3.86	133,324	D
Class A common stock	05/31/2026		F		33(2)	D	$3.86	133,291	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 March 1, 2026 to May 31, 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 May 29, 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 Jill Waite	06/02/2026
	** 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 insider transactions did Portillo's (PTLO) report for Jill Francine Waite?

Portillo's reported that Chief People Officer Jill Francine Waite acquired 1,146 Class A shares at $3.86 via the 2022 Employee Stock Purchase Plan, and 33 shares were withheld to cover tax obligations upon vesting of the award reported in this filing.

Was the Portillo's (PTLO) insider activity an open-market buy or sell?

The activity was not open-market trading. Waite acquired shares through an employee stock purchase plan and had 33 shares deducted to cover tax withholding on vesting, a routine compensation-related adjustment rather than a discretionary market purchase or sale.

How many Portillo's (PTLO) shares does Jill Francine Waite hold after these transactions?

Following the reported transactions, Jill Francine Waite directly holds 133,324 shares of Portillo's Class A common stock. This reflects her ESPP acquisition and the small number of shares withheld to satisfy tax obligations associated with the vesting of the reported award.

What price did the Portillo's (PTLO) insider pay for the ESPP shares?

The shares acquired through the Portillo's 2022 Employee Stock Purchase Plan were purchased at $3.86 per share. This purchase price equaled 90% of the closing price of the company’s Class A common stock on May 29, 2026, as specified by the ESPP terms.

Why were 33 Portillo's (PTLO) shares deducted in the Form 4 filing?

The 33 shares were deducted to satisfy tax withholding obligations arising from the vesting of the equity award reported. This type of F‑code transaction is a tax-withholding disposition and is considered a routine, non-market adjustment rather than a purposeful sale of shares.

What is the Portillo's (PTLO) 2022 Employee Stock Purchase Plan mentioned in the filing?

The 2022 Employee Stock Purchase Plan allows eligible Portillo's employees to buy Class A common stock at a discount. In this case, shares for the March 1 to May 31, 2026 purchase period were bought at 90% of the May 29, 2026 closing price, recorded at $3.86 per share.