Portillo's (PTLO) director adds 70,165 shares via family trust, boosts stake

Rhea-AI Filing Summary

Portillo's Inc. director Eugene I. Lee Jr. reported an open-market purchase of 70,165 shares of Class A common stock at a weighted average price of $4.28 per share. The purchase was made indirectly through a family trust, which now holds 486,415 shares. Lee also holds 73,479 shares directly.

Insider Trade Summary

Net Buyer: 70,165 shares ($300,306)

Net Buy 2 txns

Insider LEE EUGENE I JR

Role null

Bought 70,165 shs ($300K)

Type	Security	Shares	Price	Value
Purchase	Class A common stock	70,165	$4.28	$300K
holding	Class A common stock	--	--	--

Holdings After Transaction: Class A common stock — 486,415 shares (Indirect, By Family Trust); Class A common stock — 73,479 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares purchased: 70,165 shares Weighted average price: $4.28 per share Indirect holdings after transaction: 486,415 shares +1 more

4 metrics

Shares purchased 70,165 shares Open-market buy of Class A common stock

Weighted average price $4.28 per share Price for 70,165-share purchase, range $4.23–$4.32

Indirect holdings after transaction 486,415 shares Held by family trust associated with director

Direct holdings after transaction 73,479 shares Direct ownership by Eugene I. Lee Jr.

Key Terms

Class A common stock, open-market purchase, weighted average price, indirect ownership, +1 more

5 terms

Class A common stock financial

"reported an open-market purchase of 70,165 shares of Class A common stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

open-market purchase financial

"indirectly acquired 70,165 shares of Class A common stock in an open-market purchase"

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

weighted average price financial

"purchased at a weighted average price of $4.28 per share"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

indirect ownership financial

"the family trust associated with him holds 486,415 shares, reflecting his indirect ownership"

Form 4 regulatory

"updated indirect ownership position disclosed in the Form 4 filing"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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^*

LEE EUGENE I JR

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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	05/11/2026		P		70,165	A	$4.28(1)	486,415	I	By Family Trust
Class A common stock								73,479	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. The price per share reported in this column is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $4.23 to $4.32, inclusive. The reporting person undertakes to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in the preceding sentence.

Remarks:

	/s/ Kelly M. Kaiser, as attorney-in-fact for Eugene I. Lee, Jr.	05/12/2026
	** 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 transaction did Portillo's (PTLO) report for Eugene I. Lee Jr.?

Portillo's reported that director Eugene I. Lee Jr. indirectly acquired 70,165 shares of Class A common stock. The shares were bought in an open-market transaction and are held by a family trust associated with him.

At what price were the new Portillo's (PTLO) shares purchased?

The newly acquired 70,165 Portillo's shares were purchased at a weighted average price of $4.28 per share. Individual trades occurred between $4.23 and $4.32, with the exact breakdown available upon request to the company or regulators.

How many Portillo's (PTLO) shares does the family trust now hold?

After the reported transaction, the family trust associated with director Eugene I. Lee Jr. holds 486,415 shares of Portillo's Class A common stock. This reflects the updated indirect ownership position disclosed in the Form 4 filing.

What are Eugene I. Lee Jr.’s direct holdings in Portillo's (PTLO) after the Form 4?

Following the reported activity, Eugene I. Lee Jr. directly owns 73,479 shares of Portillo's Class A common stock. This figure is separate from the 486,415 shares held indirectly through the family trust.

Was the Portillo's (PTLO) insider transaction an open-market purchase?

Yes. The Form 4 describes the 70,165-share acquisition as an open-market purchase of Portillo’s Class A common stock. The filing specifies transaction code P, which indicates a standard open-market or private purchase.