Form 4: El Pollo Loco CEO Reports Stock Unit Vesting and Tax Withholding

El Pollo Loco's CEO, Elizabeth Goodman Williams, reported the vesting of performance-based restricted stock units and subsequent tax-related dispositions.

Summary

• Elizabeth Goodman Williams, Chief Executive Officer and Director of El Pollo Loco Holdings, Inc., reported transactions involving the company's common stock.
• On December 31, 2025, Williams acquired 42,818 shares of common stock, representing performance-based restricted stock units (PSUs) earned for fiscal year 2025.
• These PSUs vested in tranches: one-third on March 7, 2025, one-third on December 31, 2025, and the final one-third will vest on December 30, 2026.
• The acquisition price for these PSUs was $0, as they were an award based on performance criteria.
• Concurrently, on December 31, 2025, 7,682 shares of common stock were disposed of (withheld for taxes) upon the vesting of PSUs.
• The shares withheld for taxes were valued at $10.5 per share, which was the issuer's closing share price on December 30, 2025.
• Following these transactions, Williams beneficially owns 217,082 shares of El Pollo Loco Holdings, Inc. common stock.

Sentiment

Score: 7

Explanation: The sentiment is positive as the CEO earned a significant number of performance-based stock units, indicating successful achievement of company performance criteria. The tax withholding is a neutral, standard event.

Positives

• The acquisition of 42,818 performance-based restricted stock units indicates the achievement of certain performance criteria for fiscal year 2025, reflecting positively on company and management performance.
• The vesting of these units increases the CEO's direct ownership and alignment with shareholder interests.

Negatives

• The disposition of 7,682 shares for tax withholding reduces the total number of shares beneficially owned by the CEO, although this is a standard practice for equity awards.

Risks

• The final one-third of the performance-based restricted stock units, totaling 14,273 shares, is subject to the Reporting Person's continued employment through the vesting date of December 30, 2026.

Future Outlook

The remaining one-third of the performance-based restricted stock units, representing 14,273 shares, is scheduled to vest on December 30, 2026, contingent upon the CEO's continued employment.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions related to executive compensation, specifically the vesting of performance-based equity awards. It does not provide broader industry context but reflects standard practices for incentivizing and retaining key executives in publicly traded companies within the restaurant or quick-service industry.

Stakeholder Impact

• Shareholders may view the vesting of performance-based units positively, as it indicates management's alignment with company performance and long-term value creation.
• The increase in the CEO's beneficial ownership, net of tax withholding, reinforces her vested interest in the company's success.

Next Steps

• The final one-third of the performance-based restricted stock units will vest on December 30, 2026, subject to the CEO's continued employment.

Key Dates

Keywords

El Pollo Loco Holdings, LOCO, SEC Form 4, insider transaction, performance stock units, restricted stock, executive compensation, CEO stock ownership, equity award, tax withholding