Portillo's (PTLO) counsel gains ESPP shares, withholds 25 for taxes

Rhea-AI Filing Summary

Portillo's Inc. General Counsel and Secretary Kelly M. Kaiser reported routine equity transactions in Class A common stock. Kaiser acquired 730 shares at $4.81 per share through the 2022 Employee Stock Purchase Plan for the period from December 1, 2025 to February 28, 2026, purchased at 90% of the February 27, 2026 closing price. To cover tax withholding on the vesting of this award, 25 shares were automatically withheld. Following these transactions, Kaiser directly owns 105,173 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

OMB APPROVAL

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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)
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		730(1)	A	$4.81	105,198	D
Class A common stock	02/28/2026		F		25(2)	D	$4.81	105,173	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/ Michelle Hook, as attorney-in-fact for Kelly M. Kaiser	03/03/2026
	** 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).
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FAQ

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

Portillo's reported that General Counsel Kelly M. Kaiser acquired 730 shares of Class A common stock through the 2022 Employee Stock Purchase Plan and had 25 shares withheld to satisfy tax obligations related to the vesting of this equity award.

How many Portillo's (PTLO) shares does Kelly M. Kaiser own after this Form 4?

After these transactions, Kelly M. Kaiser directly owns 105,173 shares of Portillo's Class A common stock. This reflects the 730 ESPP shares acquired for the December 1, 2025 to February 28, 2026 purchase period, minus 25 shares withheld for taxes.

What is the price paid for Portillo's (PTLO) ESPP shares in this filing?

The ESPP shares were acquired at a price of $4.81 per share. Under the 2022 Employee Stock Purchase Plan, these 730 shares were purchased at 90% of the closing price of Portillo's Class A stock on February 27, 2026, for that purchase period.

What is the role of the 25 shares withheld in the Portillo's (PTLO) Form 4?

The 25 shares reported with code “F” represent stock withheld to satisfy tax withholding obligations on the vesting of the award. This is a tax-withholding disposition, not an open-market sale, and slightly reduced the net shares Kaiser retained.

Which Portillo's (PTLO) plan was used for Kelly M. Kaiser’s share purchase?

The shares were acquired under the Portillo's Inc. 2022 Employee Stock Purchase Plan. For the purchase period from December 1, 2025 to February 28, 2026, participants bought stock at 90% of the February 27, 2026 closing price of the Class A common shares.