Portillo's (PTLO) director converts 17,789 LLC units into Class A stock

Rhea-AI Filing Summary

Portillo's Inc. director Ann G. Bordelon converted derivative interests into common stock. She exchanged 17,789 LLC Units of PHD Group Holdings LLC for 17,789 shares of Class A common stock, and an equal number of Class B shares were cancelled with no additional consideration. Following the conversion, she directly holds 76,216 Class A shares.

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^*

Bordelon Ann G.

(Last) (First) (Middle)

C/O AMERICA'S CAR-MART, INC.

1805 N. 2ND STREET, SUITE 401

(Street)

ROGERS AR 72756

(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		C		17,789(1)	A	$0	76,216	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
LLC Units of PHD Group Holdings LLC	(2)	03/13/2026		C			17,789	(2)	(2)	Class A common stock	17,789(1)	(2)	0	D

Explanation of Responses:

1. Represents shares of Class A common stock acquired in connection with the exchange by the Reporting Person of an equal number of LLC Units of PHD Group Holdings LLC in accordance with the terms of the Second Amended and Restated Limited Liability Company Agreement of PHD Group Holdings LLC, dated as of October 20, 2021 (the "LLC Agreement"). At the time of such exchange, an equal number of shares of Class B common stock of the Issuer held by the Reporting Person were cancelled, for no additional consideration, in accordance with the LLC Agreement.

2. Pursuant to the LLC Agreement, LLC Units held by the Reporting Person are exchangeable for shares of Class A common stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments. The LLC Units have no expiration date.

Remarks:

	By: /s/ Kelly M. Kaiser, as attorney-in-fact for Ann G. Bordelon	03/17/2026
	** 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.
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FAQ

What insider transaction did Portillo's (PTLO) director Ann G. Bordelon report?

Ann G. Bordelon reported a conversion of derivative interests into Portillo's Class A common stock. She exchanged LLC Units of PHD Group Holdings LLC for Class A shares on a one-for-one basis under an existing LLC agreement, with related Class B shares cancelled.

How many Portillo's (PTLO) Class A shares did Ann G. Bordelon acquire?

Ann G. Bordelon acquired 17,789 shares of Portillo's Class A common stock. These shares came from exchanging an equal number of LLC Units of PHD Group Holdings LLC, rather than an open-market purchase, under the terms of the LLC Agreement.

What happened to Ann G. Bordelon’s Portillo's Class B shares in this Form 4?

An equal number of 17,789 Class B shares held by Ann G. Bordelon were cancelled for no additional consideration. This cancellation occurred simultaneously with the exchange of LLC Units for Class A shares, as required by the PHD Group Holdings LLC Agreement.

How many Portillo's (PTLO) Class A shares does Ann G. Bordelon own after the transaction?

After the transaction, Ann G. Bordelon directly holds 76,216 shares of Portillo's Class A common stock. This figure reflects her updated ownership following the exchange of LLC Units and the related cancellation of Class B shares described in the Form 4.

Were Ann G. Bordelon’s Portillo's LLC Units still outstanding after this Form 4 transaction?

No. The filing shows zero LLC Units of PHD Group Holdings LLC remaining for Ann G. Bordelon after exchanging 17,789 units. Those units converted into an equal number of Portillo's Class A shares under the LLC Agreement’s one-for-one exchange terms.

How are Portillo's (PTLO) LLC Units exchangeable into Class A shares under the LLC Agreement?

LLC Units held by the reporting person are exchangeable one-for-one into Portillo's Class A common stock, subject to stated exceptions, conditions, and adjustments. The filing notes these LLC Units have no expiration date under the Second Amended and Restated LLC Agreement.