DARDEN TONY J 4

What Happened Tony J. Darden, Chief Operating Officer of Portillo's, received equity awards totaling 59,910 restricted stock units (RSUs) across filings on April 14–15, 2026 (1,034 RSUs and 58,876 RSUs). In connection with the vesting/issuance, 2,182 shares were surrendered/withheld to satisfy tax withholding obligations at $5.52 per share, a disposition valued at approximately $12,045. The RSUs were reported as awards/grants (code A); the share deduction for taxes was reported under code F.

Key Details

• Transaction dates: Apr 14, 2026 (1,034 RSUs, $0.00 acquisition price); Apr 15, 2026 (58,876 RSUs, $0.00 acquisition price); Apr 15, 2026 (2,182 shares withheld at $5.52/share, $12,045 total).
• Shares owned after the transactions: Not disclosed in the filing.
• Footnotes:
  • F1: RSUs subject to time-based vesting; one‑third vest each Apr 15 in 2026, 2027 and 2028, subject to continued service and award terms.
  • F2: RSUs granted Apr 15, 2026 with one‑third vesting on each of the first three anniversaries, subject to continued service and award terms.
  • F3: 2,182 shares were deducted to satisfy tax withholding on vesting of previously disclosed awards.
• Filing timeliness: Report was filed Apr 16, 2026 for transactions on Apr 14–15, 2026 (appears timely under Form 4 reporting rules).

Context

• These transactions are equity compensation (time‑based RSUs), not open‑market purchases or discretionary sales. The 2,182‑share disposition was to cover tax withholding (code F), not an indication of a market sale.
• RSU grants are common executive compensation; they vest over time and provide future exposure to the company’s stock price rather than an immediate cash investment signal.