Portillo's (PTLO) General Counsel Acquires 827 ESPP Shares at 10% Discount

Rhea-AI Filing Summary

Portillo's Inc. (PTLO) reporting person Kelly M. Kaiser, General Counsel and Secretary, purchased shares under the company's 2022 Employee Stock Purchase Plan for the June 1, 2025 to August 31, 2025 purchase period. On 08/31/2025 Ms. Kaiser acquired 827 shares of Class A common stock at an effective purchase price of $6.37 per share (the ESPP price equals 90% of the August 29, 2025 closing price). The filing also shows 24 shares were deducted to satisfy tax withholding on the vesting of the award, leaving total reported beneficial ownership of 69,298 shares following the transactions. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Participation in ESPP at a 10% discount demonstrates customary employee alignment with shareholder interests
• Clear, compliant disclosure with transaction codes, prices, and beneficial ownership reported

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider purchased a modest number of shares via the ESPP at a 10% discount; impact appears immaterial to valuation.

The transaction represents an employee purchase under the ESPP rather than a market-driven strategic buy. Acquiring 827 shares at $6.37 is small relative to typical public-company float and does not indicate a material change in insider convictions or ownership stake. The 24-share tax withholding is a routine administrative action. For investors, this is a routine insider participation event with no material effect on company capitalization or control.

Corporate Governance Expert

TL;DR: Routine Form 4 disclosure of ESPP purchase by an officer; governance and disclosure procedures appear followed.

The filing correctly identifies the reporting person, relationship to the issuer, transaction date, codes for an ESPP purchase and tax withholding, and beneficial ownership after the transaction. The Form 4 was executed by an attorney-in-fact, a common administrative practice. There are no red flags in the disclosure mechanics; the event is ordinary-course and not governance-adverse.

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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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 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)
	General Counsel and Secretary

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		827(1)	A	$6.37	69,322	D
Class A common stock	08/31/2025		F		24(2)	D	$6.37	69,298	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:

	By: /s/ Michelle Hook, as attorney-in-fact for Kelly M. Kaiser	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 did Kelly M. Kaiser disclose on the Form 4 for PTLO?

Kaiser disclosed purchasing 827 shares of Portillo's Class A common stock on 08/31/2025 at $6.37 per share under the ESPP and a 24-share tax withholding.

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

The purchase price equals 90% of the closing price on August 29, 2025, per the Portillo's 2022 ESPP, as stated in the filing.

How many shares does Kelly M. Kaiser beneficially own after the reported transactions?

The Form 4 reports 69,298 shares of Class A common stock as beneficially owned following the transactions.

Were any shares sold or otherwise disposed of in this Form 4?

No sales were reported; the filing shows an acquisition of 827 shares and a 24-share deduction for tax withholding.

Who signed the Form 4 filing for Kelly M. Kaiser?

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