Portillo's Inc. (PTLO) CPO nets ESPP shares, tax withholding

Rhea-AI Filing Summary

Portillo's Inc. Chief People Officer Jill Francine Waite reported routine equity activity in Class A common stock. She acquired 404 shares, including stock bought under the 2022 Employee Stock Purchase Plan for the purchase period from December 1, 2025 to February 28, 2026, at $4.81 per share, equal to 90% of the closing price on February 27, 2026. In a related tax-withholding disposition, 13 shares were deducted to satisfy tax obligations upon vesting of the reported award. Following these transactions, she directly holds 95,076 shares of Portillo's 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

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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^*

Waite Jill Francine

(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)
	Chief People Officer

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		404(1)	A	$4.81	95,089	D
Class A common stock	02/28/2026		F		13(2)	D	$4.81	95,076	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 Jill Waite	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider stock transactions did Portillo's (PTLO) Chief People Officer report?

Portillo's Chief People Officer Jill Francine Waite reported receiving 404 shares of Class A common stock and a related deduction of 13 shares to cover tax withholding. These transactions reflect routine equity compensation and tax-management activity rather than open-market buying or selling.

How many Portillo's (PTLO) shares did the CPO acquire in the latest Form 4?

Jill Francine Waite acquired 404 shares of Portillo’s Class A common stock. The acquisition includes shares purchased through the 2022 Employee Stock Purchase Plan for the purchase period from December 1, 2025 to February 28, 2026, at a purchase price of $4.81 per share.

Why were 13 Portillo's (PTLO) shares deducted in this insider filing?

The filing shows 13 shares of Portillo’s Class A common stock were deducted to satisfy tax withholding obligations. This tax-withholding disposition occurred upon the vesting of the equity award reported, meaning shares were withheld instead of cash to cover the associated tax liability.

What is the role of Portillo's (PTLO) Employee Stock Purchase Plan in this Form 4?

The Form 4 notes that some shares are purchased under Portillo’s 2022 Employee Stock Purchase Plan. For the December 1, 2025 to February 28, 2026 purchase period, shares were acquired at 90% of the February 27, 2026 closing price, resulting in a reported purchase price of $4.81 per share.

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

After the reported grant and tax-withholding deduction, Jill Francine Waite directly owns 95,076 shares of Portillo’s Class A common stock. This figure reflects her holdings following both the 404-share acquisition and the 13-share deduction used to cover tax withholding obligations.

Are the reported Portillo's (PTLO) insider transactions open-market purchases or sales?

The transactions are not open-market trades. The 404-share increase reflects an equity grant and ESPP purchase, while the 13-share decrease represents shares withheld to satisfy tax obligations on vesting, a standard non-market disposition method used in equity compensation programs.