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Portillo's (PTLO) COO awarded RSUs; shares withheld for tax

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Portillo's Inc. Chief Operating Officer Tony J. Darden reported equity compensation and related tax withholding transactions in Class A common stock. He received 58,876 restricted stock units on April 15, 2026, subject to time-based vesting over three years, and 1,034 additional restricted stock units tied to vesting schedules. To cover tax obligations on previously disclosed awards, 2,182 shares were withheld at $5.52 per share. After these routine compensation and tax events, he directly holds 158,501 shares.

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Insider DARDEN TONY J
Role Chief Operating Officer
Type Security Shares Price Value
Grant/Award Class A common stock 58,876 $0.00 --
Tax Withholding Class A common stock 2,182 $5.52 $12K
Grant/Award Class A common stock 1,034 $0.00 --
Holdings After Transaction: Class A common stock — 160,683 shares (Direct)
Footnotes (1)
  1. Represents restricted stock units subject to time-based vesting, one-third of which vest on each April 15, 2026, 2027 and 2028, respectively, subject to the Reporting Person's continued service with the Issuer and the terms of the applicable award agreement. Represents restricted stock units subject to time-based vesting granted on April 15, 2026, one-third of which vest on each of the first three anniversaries of the grant date, subject to the Reporting Person's continued service with the Issuer and the terms of the applicable award agreement. Represents shares deducted to satisfy tax withholding obligations on the vesting of previously disclosed awards.
Restricted stock units granted 58,876 units Granted April 15, 2026, vesting over three years
Additional RSUs 1,034 units Subject to time-based vesting
Shares withheld for taxes 2,182 shares Withheld at $5.52 per share for tax obligations
Post-transaction holdings 158,501 shares Class A common stock held directly after transactions
Tax withholding price $5.52 per share Price used for 2,182 shares withheld
restricted stock units financial
"Represents restricted stock units subject to time-based vesting"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
time-based vesting financial
"restricted stock units subject to time-based vesting, one-third of which vest"
Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.
tax withholding obligations financial
"Represents shares deducted to satisfy tax withholding obligations"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
DARDEN TONY J
(Last)(First)(Middle)
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A common stock04/14/2026A1,034(1)A$0101,807D
Class A common stock04/15/2026A58,876(2)A$0160,683D
Class A common stock04/15/2026F2,182(3)D$5.52158,501D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents restricted stock units subject to time-based vesting, one-third of which vest on each April 15, 2026, 2027 and 2028, respectively, subject to the Reporting Person's continued service with the Issuer and the terms of the applicable award agreement.
2. Represents restricted stock units subject to time-based vesting granted on April 15, 2026, one-third of which vest on each of the first three anniversaries of the grant date, subject to the Reporting Person's continued service with the Issuer and the terms of the applicable award agreement.
3. Represents shares deducted to satisfy tax withholding obligations on the vesting of previously disclosed awards.
Remarks:
/s/ Kelly M. Kaiser, as attorney-infact for Tony J Darden04/16/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Portillo's (PTLO) COO report?

Portillo's COO Tony J. Darden reported equity compensation and related tax withholding. He received restricted stock units that vest over time, while a portion of shares was withheld to satisfy tax obligations on previously disclosed awards, leaving him with 158,501 directly held shares.

How many Portillo's (PTLO) shares did the COO acquire in this filing?

Tony J. Darden received 58,876 restricted stock units on April 15, 2026, and 1,034 additional units linked to time-based vesting. These are compensation-related awards at no cash cost per share, increasing his equity exposure in Portillo’s subject to future vesting conditions.

Why were 2,182 Portillo's (PTLO) shares deducted for the COO?

The filing states that 2,182 shares of Portillo’s Class A common stock were deducted to satisfy tax withholding obligations upon vesting of previously disclosed awards. This is a routine mechanism where shares are withheld instead of the insider paying taxes in cash.

What are the vesting terms of the COO’s Portillo's (PTLO) restricted stock units?

One block of restricted stock units vests one-third on each April 15, 2026, 2027 and 2028, subject to continued service and award terms. Another grant made on April 15, 2026 vests one-third on each of its first three anniversaries, also conditioned on continued service.

How many Portillo's (PTLO) shares does the COO hold after these transactions?

Following the reported equity awards and tax withholding, Tony J. Darden directly holds 158,501 shares of Portillo’s Class A common stock. This post-transaction holding reflects his remaining equity position visible in the filing after the compensation and withholding entries.

Were the Portillo's (PTLO) COO’s transactions open-market buys or sales?

No open-market buys or sales are reported. The transactions consist of stock awards classified as grants or awards, and a disposition of 2,182 shares specifically to satisfy tax withholding obligations upon vesting, which is different from a discretionary market sale.