Kaiser Kelly M 4

What Happened

• Kelly M. Kaiser, General Counsel and Secretary of Portillo's Inc. (PTLO), acquired 3,161 shares on May 31, 2026 at $3.86 per share (total cost $12,201) under an employee purchase/award. On the same date 92 shares were disposed/withheld to satisfy tax withholding obligations (value $355). Net increase in holdings from these transactions is 3,069 shares (3,161 acquired less 92 withheld).
• This was an employee purchase/award (ESPP-related acquisition) rather than an open-market sale; purchases are often treated as a more informative signal than routine sales, though no motive is stated.

Key Details

• Transaction date: May 31, 2026; Filing date: June 2, 2026 (file appears timely).
• Purchase: 3,161 shares @ $3.86 = $12,201 (reported as acquisition/award).
• Tax withholding: 92 shares @ $3.86 = $355 (reported as disposition to cover taxes).
• Net shares added: 3,069 (3,161 acquired − 92 withheld).
• Shares owned after transaction: Not specified in the filing.
• Footnotes:
  • F1: The acquisition includes shares purchased under Portillo's 2022 ESPP for the March 1–May 31, 2026 purchase period; ESPP price was 90% of the May 29, 2026 closing price.
  • F2: The 92 shares were deducted to satisfy tax withholding on the vesting of the reported award.

Context

• This was an ESPP purchase at a discounted price (90% of closing on the relevant date), a common employee benefit. The withholding of shares for taxes is routine for vested awards and does not indicate a separate discretionary sale.
• The filing shows an acquisition (net increase) rather than a sale; holdings after the transaction were not disclosed, so investors cannot infer total insider ownership from this filing alone.