PTLO Form 4: President & CEO Acquires 13,320 Shares

Rhea-AI Filing Summary

Michael Osanloo, who is listed as President & CEO and a director of Portillo's Inc. (PTLO), reported purchases of Class A common stock on a Form 4 filing. The filing shows a purchase of 11,320 shares on 08/08/2025 at a weighted average price of $7.42 (range $7.38–$7.45) and a purchase of 2,000 shares on 08/11/2025 at a weighted average price of $8.00 (range $7.91–$8.01), bringing his reported direct beneficial ownership to 65,317 shares. No derivative securities are reported and the form was signed by an attorney-in-fact.

Positive

• Insider purchases by the company's President & CEO totaling 13,320 shares were reported
• Detailed price ranges provided for the weighted average purchase prices ($7.38–$7.45 and $7.91–$8.01)

Negative

• None.

Insights

Securities Analyst

TL;DR: PTLO CEO reported purchases totaling 13,320 shares; direct ownership increased to 65,317 shares.

The Form 4 discloses two open-market purchases by Michael Osanloo: 11,320 shares on 08/08/2025 at a weighted average price of $7.42 and 2,000 shares on 08/11/2025 at a weighted average price of $8.00. The filing shows no disposals and no derivative instruments. From a trading-disclosure perspective this is a straightforward insider purchase report; the transactions are explicit and the footnotes provide price ranges for the weighted averages. Impact: Not impactful on company valuation based solely on this filing.

Corporate Governance Expert

TL;DR: Form 4 filed by one reporting person; signed by attorney-in-fact; purchases disclosed clearly with price ranges.

The filing identifies Osanloo as both an officer and a director and reports direct acquisitions of Class A common stock. Footnotes disclose the per-transaction price ranges used to compute weighted averages, and Table II lists no derivative positions. The form complies with Section 16 reporting format and contains an attorney-in-fact signature dated 08/11/2025. Impact: Neutral for governance compliance; disclosures appear complete within the form.

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^*

Osanloo Michael

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

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

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	08/08/2025		P		11,320	A	$7.42(1)	63,317	D
Class A common stock	08/11/2025		P		2,000	A	$8(2)	65,317	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 the weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $7.38 to $7.45, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the aforementioned range.

2. Represents the weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $7.91 to $8.01, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the aforementioned range.

Remarks:

	By: /s/ Kelly M. Kaiser, as attorney-in-fact for Michael Osanloo	08/11/2025
	** 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 transactions did Michael Osanloo report on the PTLO Form 4?

The Form 4 reports purchases of 11,320 shares on 08/08/2025 at a weighted average price of $7.42 and 2,000 shares on 08/11/2025 at a weighted average price of $8.00.

How many Portillo's (PTLO) shares does Michael Osanloo beneficially own after these transactions?

Following the reported transactions, his direct beneficial ownership is reported as 65,317 shares.

Does the Form 4 report any derivative securities or option activity for PTLO?

No. Table II on the Form 4 contains no entries, indicating no derivative securities were reported.

What price ranges are disclosed for the purchases reported on the PTLO Form 4?

Footnotes disclose ranges: the 08/08/2025 purchases were made between $7.38 and $7.45; the 08/11/2025 purchases were made between $7.91 and $8.01.

Who signed the PTLO Form 4 filing for Michael Osanloo?

The Form 4 is signed by Kelly M. Kaiser, as attorney-in-fact for Michael Osanloo, dated 08/11/2025.