Portillo's counsel covers taxes with 1,840 shares

Portillo's Inc. General Counsel Kelly M. Kaiser reported a routine tax-related share disposition.

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Form Type

Rhea-AI Filing Summary

Portillo's Inc. General Counsel Kelly M. Kaiser reported a routine tax-related share disposition. On May 2, 2026, 1,840 shares of Class A common stock were deducted at $6.49 per share to cover tax withholding on the vesting of a previously disclosed equity award. After this non-market transaction, Kaiser directly holds 142,288 shares of Portillo's Class A common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 1,840 shares

Exercise Price or Tax Liability 1 txn

Insider Kaiser Kelly M

Role General Counsel and Secretary

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A common stock	1,840	$6.49	$12K

Holdings After Transaction: Class A common stock — 142,288 shares (Direct)

Footnotes (1)

F1. Represents shares deducted to satisfy tax withholding obligations on the vesting of a previously disclosed award.

Key Figures

Tax-withheld shares: 1,840 shares Withholding price: $6.49 per share Shares held after: 142,288 shares

3 metrics

Tax-withheld shares 1,840 shares Shares deducted on May 2, 2026 to satisfy tax withholding

Withholding price $6.49 per share Value used for tax-withholding disposition of 1,840 shares

Shares held after 142,288 shares Direct holdings of Class A common stock after the transaction

Key Terms

tax withholding obligations, vesting, Class A common stock, tax-withholding disposition

4 terms

tax withholding obligations financial

"Represents shares deducted to satisfy tax withholding obligations on the vesting"

vesting financial

"tax withholding obligations on the vesting of a previously disclosed award"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Class A common stock financial

"security_title": "Class A common stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Portillo's (PTLO) insider Kelly M. Kaiser report on this Form 4?

Kelly M. Kaiser reported a tax-related share disposition, where 1,840 Portillo's Class A shares were withheld at $6.49 each to satisfy tax obligations from vesting of a previously disclosed equity award, leaving her with 142,288 directly held shares.

Was the Portillo's (PTLO) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were deducted to satisfy tax withholding obligations when a prior equity award vested, a standard administrative process often seen with stock-based compensation.

How many Portillo's (PTLO) shares were used to cover taxes for Kelly M. Kaiser?

A total of 1,840 Portillo's Class A common shares were deducted at $6.49 per share. These shares were applied to meet tax withholding obligations triggered by the vesting of a previously disclosed stock-based compensation award.

How many Portillo's (PTLO) shares does Kelly M. Kaiser hold after this Form 4 event?

Following the tax-withholding disposition, Kelly M. Kaiser directly holds 142,288 shares of Portillo's Class A common stock. This figure reflects her position after 1,840 shares were withheld to cover taxes on a vesting equity award.

What does transaction code "F" mean in the Portillo's (PTLO) Form 4 filing?

Transaction code “F” indicates a tax-withholding disposition, where shares are delivered to the issuer to pay exercise price or tax liabilities. In this case, 1,840 shares were used to satisfy tax withholding on a vesting equity award, not sold on the market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/04/2026 - 04:41 PM EDT

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)
05/02/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	05/02/2026		F		1,840⁽¹⁾	D	$6.49	142,288	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares deducted to satisfy tax withholding obligations on the vesting of a previously disclosed award.

Remarks:

	By: /s/ Michelle Hook, as attorney-in-fact for Kelly M. Kaiser	05/04/2026
	** 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)

Source: View Original Filing on SEC EDGAR