Portillo's GC awarded 40,760 RSUs; 1,805 withheld

Portillo's Inc. reported that its General Counsel and Secretary, Kelly M. Kaiser, received a grant of 40,760 shares of Class A common stock in the form of restricted stock units on April 15, 2026.

Rhea-AI Filing Summary

Portillo's Inc. reported that its General Counsel and Secretary, Kelly M. Kaiser, received a grant of 40,760 shares of Class A common stock in the form of restricted stock units on April 15, 2026. These units vest in three equal annual installments on each of the first three anniversaries of the grant date, contingent on continued service and the award terms.

The filing also shows that 1,805 shares of Class A common stock were withheld at $5.52 per share to satisfy tax obligations upon the vesting of previously disclosed awards. After these transactions, Kaiser directly holds 144,128 shares of Class A common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kaiser Kelly M

Role General Counsel and Secretary

Type	Security	Shares	Price	Value
Grant/Award	Class A common stock	40,760	$0.00	$0.00
Exercise Price or Tax Liability	Class A common stock	1,805	$5.52	$10K

Holdings After Transaction: Class A common stock — 144,128 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Represents shares deducted to satisfy tax withholding obligations on the vesting of previously disclosed awards.

Key Figures

RSU grant size: 40,760 shares Tax withholding shares: 1,805 shares Tax withholding price: $5.52 per share +2 more

5 metrics

RSU grant size 40,760 shares Restricted stock units granted on April 15, 2026

Tax withholding shares 1,805 shares Shares deducted to satisfy tax obligations on vesting

Tax withholding price $5.52 per share Value used for 1,805-share tax-withholding disposition

Post-transaction holdings 144,128 shares Class A common stock held directly after transactions

Vesting schedule 1/3 each year over 3 years Time-based vesting of 40,760 RSUs from grant date

Key Terms

restricted stock units, time-based vesting, tax withholding obligations, grant, award, or other acquisition

4 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 indicates a Grant, award, or other acquisition of shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Portillo's Inc. (PTLO) report for Kelly M. Kaiser?

Portillo's reported that General Counsel and Secretary Kelly M. Kaiser received 40,760 restricted stock units of Class A common stock as an equity grant. The award is part of executive compensation and is structured to vest over time, aligning her interests with long-term company performance.

How do the 40,760 Portillo's (PTLO) restricted stock units vest for Kelly M. Kaiser?

The 40,760 restricted stock units vest in three equal installments on the first, second, and third anniversaries of the April 15, 2026 grant date. Vesting is subject to Kaiser’s continued service with Portillo's and the terms of the applicable award agreement governing the RSU grant.

Why were 1,805 Portillo's (PTLO) shares deducted in Kelly M. Kaiser’s Form 4?

The 1,805 shares of Class A common stock were deducted to satisfy tax withholding obligations triggered by the vesting of previously disclosed awards. This tax-withholding disposition is not an open-market sale but a standard mechanism to cover associated tax liabilities for equity compensation.

How many Portillo's (PTLO) shares does Kelly M. Kaiser hold after these transactions?

Following the reported grant and tax-withholding disposition, Kelly M. Kaiser directly holds 144,128 shares of Portillo's Class A common stock. This figure reflects her updated ownership position as shown in the Form 4 after accounting for both the new restricted stock units and the withheld shares.

Is the Portillo's (PTLO) Form 4 for Kelly M. Kaiser a market purchase or sale?

The Form 4 shows a grant of 40,760 restricted stock units and a 1,805-share tax-withholding disposition, not open-market buying or selling. These transactions are compensation-related and tied to vesting events and associated tax obligations rather than discretionary trades in the public market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/16/2026 - 04:33 PM EDT Learn about SEC filing dates

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^*

Kaiser Kelly M

(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)
	General Counsel and Secretary

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		40,760(1)	A	$0	145,933	D
Class A common stock	04/15/2026		F		1,805(2)	D	$5.52	144,128	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/ Michelle Hook, as attorney-in-fact for Kelly M. Kaiser	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)