Portillo's (PTLO) director exercises options, now holds over 158K shares

Rhea-AI Filing Summary

Portillo's Inc. director Gerard Johan Hart exercised stock options to acquire 50,070 shares of Class A common stock. On March 13, 2026, he exercised options for 50,070 underlying shares at an exercise price of $3.85 per share, receiving the common shares at a transaction price of $5.33 per share.

These options were originally granted on August 8, 2016 under the company’s 2014 Equity Incentive Plan and later substituted into the 2021 Equity Incentive Plan, and were fully vested. Following the transactions, Hart holds 107,965 Class A shares directly and 50,072 Class A shares indirectly through a trust.

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^*

Hart Gerard Johan

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		M		50,070(1)	A	$5.33	107,965	D
Class A common stock								50,072	I	By Trust

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
Stock Option (right to buy)	$3.85	03/13/2026		M			50,070(1)	(1)	08/08/2026	Class A common stock	50,070	$0	0	D

Explanation of Responses:

1. Represents the exercise of options previously granted on 8/8/2016 pursuant to the Issuer's 2014 Equity Incentive Plan, which were substituted for options to purchase shares of Class A common stock under the Issuer's 2021 Equity Incentive Plan in connection with the Issuer's initial public offering. The options vested in equal annual installments on each of the first five anniversaries of the grant date, and are fully vested.

Remarks:

	By: /s/ Kelly M. Kaiser, as attorney-in-fact for Gerard Johan Hart	03/16/2026
	** 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.

FAQ

What insider transaction did Portillo's (PTLO) director Gerard Johan Hart report?

Director Gerard Johan Hart reported exercising stock options to acquire 50,070 Portillo’s Class A shares. The options converted into common stock on March 13, 2026, reflecting a routine compensation-related derivative exercise rather than an open-market purchase or sale.

How many Portillo's (PTLO) shares does Gerard Johan Hart hold after this Form 4?

After the reported transactions, Gerard Johan Hart holds 107,965 Portillo’s Class A shares directly. He also has 50,072 Class A shares held indirectly through a trust, according to the ownership details disclosed in the Form 4 filing.

At what prices were Gerard Johan Hart’s Portillo's (PTLO) options exercised and shares recorded?

The options had an exercise price of $3.85 per share, while the resulting Class A common shares were recorded at $5.33 per share. These figures describe the strike price of the options and the transaction price for the acquired common stock.

What is the origin of the Portillo's (PTLO) options exercised by Gerard Johan Hart?

The exercised options were granted on August 8, 2016 under Portillo’s 2014 Equity Incentive Plan. They were later substituted into the 2021 Equity Incentive Plan in connection with the company’s initial public offering and had become fully vested over five annual installments.

Does Gerard Johan Hart’s Form 4 for Portillo's (PTLO) show any stock sales?

The Form 4 shows derivative exercises coded "M" and no open-market sales. It reflects the conversion of stock options into 50,070 Class A common shares, with no sale transactions or tax-withholding dispositions reported in the disclosed data.