Portillo's (PTLO) interim CEO Michael Miles receives 70,796-share RSU grant

Rhea-AI Filing Summary

Portillo's Inc. insider Michael Miles, Interim President & CEO and director, received an equity grant. On February 2, 2026, he acquired 70,796 shares of Class A common stock in the form of restricted stock units at a stated price of $0 per share. These restricted stock units are scheduled to vest in full on February 2, 2027, under the terms of the applicable award agreement. Following this grant, Miles beneficially owns 399,913 shares directly.

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^*

Miles 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)
	Interim President & CEO

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

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	02/02/2026		A		70,796(1)	A	$0	399,913	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 restricted stock units granted on February 2, 2026, which will vest in full on February 2, 2027, subject to the terms of the applicable award agreement.

Remarks:

	By: /s/ Kelly M. Kaiser, as attorney-in-fact for Michael Miles	02/03/2026
	** 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 PTLO Interim President & CEO Michael Miles report?

Michael Miles reported acquiring 70,796 shares of Portillo's Inc. Class A common stock on February 2, 2026. The shares are in the form of restricted stock units, granted at a stated price of $0 per share, and increase his direct beneficial ownership to 399,913 shares.

When do Michael Miles' newly granted PTLO restricted stock units vest?

The restricted stock units granted to Michael Miles on February 2, 2026 vest in full on February 2, 2027. Vesting is subject to the terms and conditions of the applicable award agreement, which governs how and when the units convert into Class A common stock.

How many Portillo's (PTLO) shares does Michael Miles own after this Form 4 transaction?

After this transaction, Michael Miles beneficially owns 399,913 shares of Portillo's Inc. Class A common stock directly. This total reflects the addition of 70,796 restricted stock units granted on February 2, 2026, which are scheduled to vest on February 2, 2027.

What does transaction code "A" mean in Michael Miles' PTLO Form 4 filing?

In this Form 4, transaction code "A" indicates an acquisition of securities by Michael Miles. Specifically, it reflects a grant of 70,796 restricted stock units of Portillo's Inc. Class A common stock, awarded at a stated price of $0 per share on February 2, 2026.

Is Michael Miles a director or officer of Portillo's Inc. (PTLO) in this Form 4?

Yes. Michael Miles is identified as both a director and an officer of Portillo's Inc. in the filing. His officer title is "Interim President & CEO," and the reported acquisition of restricted stock units reflects equity compensation tied to this leadership role at the company.