Portillo's (PTLO) Insider Withholding Sale: 1,133 Shares Disposed

Rhea-AI Filing Summary

Portillo's Inc. (PTLO) insider disposition reported by Chief Development Officer Michael K. Ellis. The filing shows a sale of 1,133 shares of Class A common stock on 08/29/2025 at a reported price of $7.08 per share to satisfy tax withholding on vested awards. After the transaction, Mr. Ellis beneficially owned 48,328 shares, held directly. The form indicates the sale was a withholding to cover taxes on a previously disclosed award, not an open-market discretionary sale. The filing is signed by an attorney-in-fact on 09/02/2025.

Insights

Financial Analyst

TL;DR: Small, routine withholding sale to cover taxes; limited impact on ownership or market.

The disposition of 1,133 shares at $7.08 per share appears to be a tax-withholding action tied to vesting rather than a voluntary cash sale for liquidity. The post-transaction beneficial ownership of 48,328 shares remains intact at the direct level, suggesting ongoing alignment with the company. Given the size relative to typical insider stakes and no indication of additional disposals, this transaction is unlikely to be material to PTLO's capital structure or market supply.

Corporate Governance Expert

TL;DR: Compliance-focused filing showing proper Section 16 reporting and use of withholding for tax obligations.

The Form 4 documents required Section 16 reporting and notes the nature of the transaction as tax withholding on vested awards. The filing is executed by an attorney-in-fact, which is a standard practice. There are no indications of changes in role or additional derivative activity. From a governance perspective, this disclosure meets routine transparency expectations for insider award settlements.

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^*

Ellis Michael K

(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)
	Chief Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		F		1,133(1)	D	$7.08	48,328	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:

	/s/ Kelly M. Kaiser, as attorney-in-fact for Michael K. Ellis	09/02/2025
	** 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 Michael K. Ellis report on Form 4 for PTLO?

He reported a disposition of 1,133 shares of Class A common stock on 08/29/2025 at $7.08 per share to satisfy tax withholding on vested awards.

How many PTLO shares does Michael K. Ellis own after the reported transaction?

Following the transaction, he beneficially owned 48,328 shares, held directly.

Was the reported sale an open-market sale or a tax-related withholding?

The filing explains the shares were deducted to satisfy tax withholding obligations on the vesting of a previously disclosed award.

When was the Form 4 signed and who signed it?

The Form 4 was signed by Kelly M. Kaiser, as attorney-in-fact for Michael K. Ellis on 09/02/2025.

Does the Form 4 disclose any derivative transactions or additional securities classes?

No. The filing only reports a non-derivative disposition of Class A common stock and contains no entries in the derivative securities section.