Portillo's Inc. (PTLO) GC receives share award, 92 shares withheld for tax

Rhea-AI Filing Summary

Portillo's Inc. General Counsel and Secretary Kelly M. Kaiser reported routine share-based compensation activity in Class A common stock. Kaiser received a grant or award of 3,161 shares at $3.86 per share, while 92 shares were withheld to cover tax obligations tied to the vesting of this award. Following these transactions, Kaiser directly holds 145,449 shares of Portillo's Class A common stock. The filing reflects compensation and tax withholding events rather than open-market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kaiser Kelly M

Role General Counsel and Secretary

Type	Security	Shares	Price	Value
Grant/Award	Class A common stock	3,161	$3.86	$12K
Tax Withholding	Class A common stock	92	$3.86	$355.12

Holdings After Transaction: Class A common stock — 145,449 shares (Direct, null)

Footnotes (1)

1. Includes shares of Class A Common Stock purchased pursuant to the Portillo's Inc. 2022 Employee Stock Purchase Plan ("ESPP"), for the purchase period of March 1, 2026 to May 31, 2026. In accordance with the ESPP, these shares were purchased at a price equal to 90% of the closing price of Issuer's Class A Common Stock on May 29, 2026. Represents shares deducted to satisfy tax withholding obligations on the vesting of the award reported herein.

Key Figures

Equity award shares: 3,161 shares Award price: $3.86 per share Tax-withheld shares: 92 shares +3 more

6 metrics

Equity award shares 3,161 shares Grant/award of Class A common stock at $3.86 per share

Award price $3.86 per share Recorded price for the 3,161-share grant/award

Tax-withheld shares 92 shares Shares deducted to satisfy tax withholding on vesting

Post-transaction holdings 145,449 shares Direct Class A common stock owned after transactions

Tax-withholding transactions 1 transaction Code F tax-withholding disposition on May 31, 2026

Grant/award transactions 1 transaction Code A grant/award acquisition on May 31, 2026

Key Terms

tax-withholding disposition, Grant, award, or other acquisition, 2022 Employee Stock Purchase Plan, vesting of the award

4 terms

tax-withholding disposition financial

"Represents shares deducted to satisfy tax withholding obligations on the vesting of the award reported herein."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

2022 Employee Stock Purchase Plan financial

"purchased pursuant to the Portillo's Inc. 2022 Employee Stock Purchase Plan ("ESPP")"

vesting of the award financial

"tax withholding obligations on the vesting of the award reported herein."

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Form 4 Insider Transactions: What Each Field Means →

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^*

Kaiser Kelly M

(Last) (First) (Middle)

C/O PORTILLO'S INC.

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel and Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	05/31/2026		A		3,161(1)	A	$3.86	145,449	D
Class A common stock	05/31/2026		F		92(2)	D	$3.86	145,357	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. Includes shares of Class A Common Stock purchased pursuant to the Portillo's Inc. 2022 Employee Stock Purchase Plan ("ESPP"), for the purchase period of March 1, 2026 to May 31, 2026. In accordance with the ESPP, these shares were purchased at a price equal to 90% of the closing price of Issuer's Class A Common Stock on May 29, 2026.

2. Represents shares deducted to satisfy tax withholding obligations on the vesting of the award reported herein.

Remarks:

	By: /s/ Pamela Smith, as attorney-in-fact for Kelly M. Kaiser	06/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Portillo's (PTLO) report for Kelly M. Kaiser?

Kaiser reported a routine equity compensation event. She received 3,161 shares of Portillo's Class A common stock and had 92 shares withheld to satisfy tax obligations related to the vesting of the award, reflecting standard compensation and withholding mechanics.

Did Kelly M. Kaiser buy or sell Portillo's (PTLO) stock on the open market?

No open-market purchases or sales were reported. The Form 4 shows a grant or award of shares and a tax-withholding disposition of 92 shares, which were deducted to cover tax obligations on the vesting, not sold in the market.

How many Portillo's (PTLO) shares does Kelly M. Kaiser own after the reported transactions?

After the reported award and tax withholding, Kelly M. Kaiser directly holds 145,449 shares of Portillo's Class A common stock. This figure reflects her updated ownership following the vesting-related activity described in the Form 4 filing.

What does the tax-withholding disposition in the Portillo's (PTLO) Form 4 mean?

The tax-withholding disposition reflects 92 shares deducted to satisfy tax obligations on the vesting of the reported equity award. These shares are withheld by the issuer for taxes rather than sold on the open market, and do not indicate discretionary selling.

How were the new Portillo's (PTLO) shares for Kelly M. Kaiser priced?

The award of 3,161 shares of Portillo's Class A common stock was recorded at $3.86 per share. Footnotes indicate the shares include purchases under the 2022 Employee Stock Purchase Plan for the March 1, 2026 to May 31, 2026 purchase period.