Portillo's (PTLO) Insider: 437-Share Tax-Withholding Sale; 68,861 Shares Remain

Rhea-AI Filing Summary

Portillo's Inc. (PTLO) insider transaction summary: Kelly M. Kaiser, who serves as General Counsel and Secretary and is a company officer and director, disposed of 437 shares of Class A common stock through a transaction coded as a tax-withholding sale related to vesting of a previously disclosed award. The shares were sold at a price of $6.82 per share. After this disposition, the reporting person beneficially owned 68,861 shares, held directly. The filing notes the sale occurred to satisfy tax withholding obligations tied to award vesting.

Insights

Securities Analyst

TL;DR: Routine tax-withholding sale of a small number of shares; not materially impactful to investors.

The transaction recorded is a common administrative sale to satisfy tax withholding on the vesting of equity awards. At 437 shares and $6.82 per share, the absolute value is modest relative to typical company market capitalizations, and the reporter continues to hold 68,861 shares directly. There is no indication of accelerated selling or a change in ownership intent. For most investors, this disclosure signals routine compensation mechanics rather than a change in insider confidence.

Corporate Governance Expert

TL;DR: Administrative disposition tied to equity award vesting; governance implications are minimal.

The Form 4 documents a disposition under code 'F' reflecting shares withheld to meet tax obligations on vesting. This is standard practice and does not reflect a voluntary divestiture decision by the officer beyond satisfying tax liabilities. Ownership after the transaction remains concentrated at 68,861 shares for the reporting person. No additional governance or regulatory concerns are evident from the disclosure alone.

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^*

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)
09/05/2025

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	09/05/2025		F		437(1)	D	$6.82	68,861	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 shares deducted to satisfy tax withholding obligations on the vesting of a previously disclosed award.

Remarks:

	By: /s/ Michelle Hook, as attorney-in-fact for Kelly M. Kaiser	09/05/2025
	** 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 transaction did Kelly M. Kaiser report on Form 4 for PTLO?

She reported a disposition of 437 Class A shares recorded as a tax-withholding sale related to award vesting.

At what price were the shares sold in the reported PTLO transaction?

The shares were sold at $6.82 per share.

How many PTLO shares did the reporting person own after the transaction?

68,861 shares were beneficially owned following the reported disposition.

What was the reason given for the sale on the Form 4?

The sale satisfied tax withholding obligations on the vesting of a previously disclosed award.

What role does the reporting person hold at Portillo's Inc. (PTLO)?

Kelly M. Kaiser is General Counsel and Secretary and is listed as an officer and director.