Portillo's (PTLO) Chief Development Officer Buys 246 ESPP Shares

Rhea-AI Filing Summary

Portillo's Inc. (PTLO) reporting person Michael K. Ellis, Chief Development Officer, purchased shares under the company Employee Stock Purchase Plan. The Form 4 shows Mr. Ellis acquired 246 shares of Class A common stock on 08/31/2025 at a purchase price of $6.37 per share under the 2022 ESPP, which offered a 90% purchase price of the closing share price on the relevant lookback date. The filing also shows 5 shares were deducted to satisfy tax withholding on the vesting of the award, leaving beneficial ownership of 48,569 Class A shares following the transactions.

Positive

• Executive participation in ESPP demonstrates management alignment with shareholder interests by acquiring company stock at a discounted price.
• Clear disclosure of both purchase and tax withholding indicates compliance with Section 16 reporting requirements.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider participation in ESPP; small net increase in direct holdings, consistent with employee equity programs.

The reported transactions are standard ESPP activity and indicate executive participation in company compensation programs rather than a material change in ownership. The acquisition of 246 shares at $6.37 is modest relative to typical market-capitalization impacts and the 5-share withholding is an administrative tax-related adjustment. For investors, this filing signals ongoing alignment of management with equity compensation design but is not a material corporate development.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure showing proper reporting of ESPP purchase and tax withholding; no governance red flags.

The Form 4 clearly discloses the ESPP purchase and the related withholding. The use of standard transaction codes and explicit explanation of the ESPP pricing and withholding treatment suggests adherence to Section 16 reporting requirements. There are no indications of unusual timing, related-party transfers, or significant beneficial ownership changes that would raise governance concerns.

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

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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^*

Ellis Michael K

(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)
	Chief Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

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	08/31/2025		A		246(1)	A	$6.37	48,574	D
Class A common stock	08/31/2025		F		5(2)	D	$6.37	48,569	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 June 1, 2025 to August 31, 2025. 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 August 29, 2025.

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

Remarks:

	/s/ Kelly M. Kaiser, as attorney-in-fact for Michael K. Ellis	09/03/2025
	** 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.
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FAQ

What did Michael K. Ellis report on the Form 4 for PTLO?

The Form 4 reports that Michael K. Ellis acquired 246 shares of Portillo's Class A common stock under the 2022 ESPP at $6.37 per share and had 5 shares withheld for taxes.

How many PTLO shares does Michael K. Ellis beneficially own after the reported transactions?

Following the reported transactions, Michael K. Ellis beneficially owns 48,569 shares of Class A common stock.

Why were 5 shares deducted in the Form 4 transaction for PTLO?

The filing states that 5 shares were deducted to satisfy tax withholding obligations on the vesting of the award.

At what price were the ESPP shares purchased according to the Form 4?

The shares purchased under the ESPP were priced at $6.37 per share, reflecting the plan’s 90% purchase-price provision based on the applicable closing price.

Does this Form 4 indicate any material change in ownership for PTLO?

No. The reported transactions are routine ESPP activity and result in a small net change in beneficial ownership, not a material ownership shift.