PTLO Form 4: Officer increases stake by 27,000 Class A shares

Rhea-AI Filing Summary

Portillo's Inc. insider Kelly M. Kaiser, who serves as General Counsel and Secretary, purchased 27,000 Class A common shares on 08/07/2025 at a weighted average price of $7.68 (individual purchase prices ranged from $7.61 to $7.73). After the transaction the reporting person directly beneficially owned 68,495 shares. The filing shows no derivative transactions and includes an undertaking to provide detailed per-trade price information on request.

This disclosure is a routine Section 16 report documenting an insider buy that increases the reporting person’s direct stake in the company.

Positive

• Insider purchase of 27,000 Class A shares, signaling increased direct ownership
• Weighted average price disclosed ($7.68) with range ($7.61–$7.73), and commitment to provide per-trade details on request

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider purchased 27,000 shares at a ~$7.68 average, increasing direct holdings to 68,495 shares.

The Form 4 reports a straightforward open-market purchase totaling 27,000 Class A shares at a weighted average price of $7.68, with trade prices ranging $7.61 to $7.73. There are no derivatives reported. Without information on outstanding shares or dollar exposure, the purchase’s materiality to valuation cannot be determined from this filing alone. The transaction is consistent with insider alignment but lacks context to imply a material change to the company’s capital structure.

Corporate Governance Expert

TL;DR: A senior officer increased direct ownership; procedural disclosures and price range were included.

The reporting person is identified as General Counsel and Secretary and filed a Form 4 reporting incremental ownership via open-market purchases. The filer provided a weighted average price and committed to disclose per-trade details on request, which supports transparency. The Form shows no pledges, derivative positions, or indirect ownership changes. Based solely on the filing, this is a routine disclosure enhancing officer alignment with shareholders but not demonstrably material.

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
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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^*

Kaiser Kelly M

(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)
	General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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	08/07/2025		P		27,000	A	$7.68(1)	68,495	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 $7.61 to $7.73, 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/ Michelle Hook, as attorney-in-fact for Kelly M. Kaiser	08/08/2025
	** 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 the Portillo's (PTLO) insider report on Form 4?

The reporting person purchased 27,000 Class A common shares in open-market transactions reported on 08/07/2025.

At what price were the PTLO shares purchased according to the filing?

The filing reports a weighted average purchase price of $7.68, with individual trade prices ranging from $7.61 to $7.73.

How many Portillo's shares does the reporting person own after the transaction?

The reporting person beneficially owned 68,495 shares directly following the reported transactions.

Did the Form 4 report any derivative transactions for PTLO?

No. Table II shows no derivative securities were acquired, disposed of, or beneficially owned in this filing.

What is the reporting person’s role at Portillo's as listed on the Form 4?

The reporting person is listed as General Counsel and Secretary and filed as an officer.