Portillo's CFO has shares withheld for taxes

Portillo's Inc. CFO & Treasurer Michelle Greig Hook reported a routine tax-related share disposition.

Rhea-AI Filing Summary

Portillo's Inc. CFO & Treasurer Michelle Greig Hook reported a routine tax-related share disposition. A total of 3,992 shares of Class A common stock were withheld at $6.49 per share to satisfy tax obligations on the vesting of a previously disclosed equity award. After this non-market transaction, she directly holds 301,322 shares.

Insider Trade Summary

Exercise Price or Tax Liability: 3,992 shares

Exercise Price or Tax Liability 1 txn

Insider Hook Michelle Greig

Role CFO & Treasurer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A common stock	3,992	$6.49	$26K

Holdings After Transaction: Class A common stock — 301,322 shares (Direct)

Footnotes (1)

1. F1. Represents shares deducted to satisfy tax withholding obligations on the vesting of a previously disclosed award.

Key Figures

Shares withheld for taxes: 3,992 shares Withholding share value: $6.49 per share Shares held after transaction: 301,322 shares

3 metrics

Shares withheld for taxes 3,992 shares Tax-withholding disposition on equity award vesting

Withholding share value $6.49 per share Value used for 3,992 withheld shares

Shares held after transaction 301,322 shares Direct Class A common stock ownership after withholding

Key Terms

tax withholding obligations, vesting, Class A common stock

3 terms

tax withholding obligations financial

"Represents shares deducted to satisfy tax withholding obligations on the vesting..."

vesting financial

"on the vesting of a previously disclosed award"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Class A common stock financial

"security_title: "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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Portillo's (PTLO) CFO report in this Form 4 filing?

Portillo's CFO Michelle Greig Hook reported a tax-related share disposition. 3,992 Class A shares were withheld to cover taxes on a vesting equity award, leaving her with 301,322 directly held shares after the transaction.

Was the Portillo's (PTLO) CFO’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. Shares were withheld by the company to satisfy tax withholding obligations on the vesting of a previously disclosed equity award, a common administrative process for executive compensation.

How many Portillo's (PTLO) shares were withheld for the CFO’s taxes?

A total of 3,992 shares of Portillo's Class A common stock were withheld. The shares were valued at $6.49 each for this purpose, covering tax obligations tied to the vesting of a prior equity award granted to the CFO.

How many Portillo's (PTLO) shares does the CFO hold after this Form 4 transaction?

After the tax-withholding transaction, CFO Michelle Greig Hook directly holds 301,322 shares of Portillo's Class A common stock. This figure reflects her updated direct ownership position following the deduction of 3,992 shares for tax obligations.

What does a tax-withholding disposition mean for Portillo's (PTLO) insiders?

A tax-withholding disposition means the company withholds some shares when an equity award vests. Instead of paying cash taxes, the insider uses a portion of the vested shares, allowing tax obligations to be met without an open-market sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/04/2026 - 04:41 PM EDT Learn about SEC filing dates

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^*

Hook Michelle Greig

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2026

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	05/02/2026		F		3,992(1)	D	$6.49	301,322	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/ Kelly M. Kaiser, as attorney-in-fact for Michelle Hook	05/04/2026
	** 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)