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  4. [8-K] El Pollo Loco Holdings, Inc. Reports Material Event

$40M El Pollo Loco (NASDAQ: LOCO) share repurchase plan approved

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

El Pollo Loco Holdings, Inc. reported that its Board of Directors approved a new share repurchase program authorizing the company to buy back up to $40,000,000 of its common stock. The authorization was approved on May 28, 2026.

Repurchases may occur from time to time in the open market, through block trades, privately negotiated deals, or other transactions conducted in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. The company may also adopt one or more Rule 10b5-1 plans to execute repurchases under this program.

Management will determine the amount and timing of any repurchases based on the stock price, business and economic conditions, alternative investment opportunities, and funding considerations. The program is open-ended, does not obligate the company to repurchase any specific number of shares, and may be expanded, modified, suspended, or discontinued at any time.

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Insights

El Pollo Loco sets a flexible $40M stock buyback framework.

The authorization of up to $40,000,000 in common stock repurchases gives El Pollo Loco discretion to return capital through buybacks. Repurchases can be made via open-market trades, block transactions, or privately negotiated deals under Rule 10b-18.

Actual impact depends on how much of the authorization is used, the timing of purchases, and prevailing share prices. The company may also use Rule 10b5-1 plans, which allow pre-scheduled trading. Because the program is open-ended and non-obligatory, subsequent disclosures will show how actively it is deployed.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Repurchase authorization $40,000,000 Maximum aggregate amount of common stock buybacks under the new program
Common stock par value $0.01 per share Par value of El Pollo Loco common stock listed on Nasdaq
Preferred stock rights par value $0.01 per share Par value of rights to purchase Series A preferred stock
Authorization date May 28, 2026 Date the Board approved the $40,000,000 repurchase program
share repurchase program financial
"approved a share repurchase program (the “Repurchase Program”) under which the Company is authorized"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
Rule 10b-18 regulatory
"transactions, or transactions otherwise in compliance with Rule 10b-18 under the Securities Exchange Act"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
Rule 10b5-1 regulatory
"may also from time to time establish one or more plans under Rule 10b5-1 of the Securities Exchange Act"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
Emerging growth company regulatory
"Emerging growth company Item 8.01 Other Events."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
open-ended term financial
"The authorization under the Repurchase Program has an open-ended term, but it may be expanded"
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 28, 2026

 

El Pollo Loco Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36556   20-3563182
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

575 Anton Boulevard, Suite 1100, Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (714) 599-5000

 

N/A

 (Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading
Symbol(s)		 Name of each exchange on which
registered
Common Stock, par value $0.01 per share LOCO The Nasdaq Stock Market LLC
Rights to Purchase Series A Preferred Stock, par value $0.01 per share The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b- 2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ¨ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 8.01 Other Events.

 

On May 28, 2026, El Pollo Loco Holdings, Inc. (the “Company”) announced that on May 28, 2026 its Board of Directors approved a share repurchase program (the “Repurchase Program”) under which the Company is authorized to repurchase up to $40,000,000 in shares of the Company’s Common Stock.

 

Under the Repurchase Program, shares may be repurchased from time to time on the open market, in block trades, in privately negotiated transactions, or transactions otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The amount and timing of any shares repurchased under the Repurchase Program will be determined at the discretion of management and will depend on a number of factors, including the market price of the Company’s stock, general business, economic and market conditions, alternative investment opportunities, and funding considerations. The Company may also from time to time establish one or more plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, for the repurchase of shares of its common stock under the Repurchase Program. The Repurchase Program does not obligate the Company to acquire any particular number of shares. The authorization under the Repurchase Program has an open-ended term, but it may be expanded, modified, suspended, or discontinued at any time.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    El Pollo Loco Holdings, Inc.
    (Registrant)
     
Date: May 28, 2026    
    /s/ Ira Fils
    Ira Fils
    Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did El Pollo Loco (LOCO) announce in this 8-K filing?

El Pollo Loco announced Board approval of a new share repurchase program. The company is authorized to buy back up to $40,000,000 of common stock, with purchases made at management’s discretion over an open-ended timeframe.

How large is El Pollo Loco’s new share repurchase authorization?

The authorization allows repurchases of up to $40,000,000 of El Pollo Loco common stock. This represents the maximum dollar amount approved by the Board for buybacks under the current program, rather than a fixed number of shares.

How can El Pollo Loco repurchase shares under the $40M program?

El Pollo Loco may repurchase shares in open-market transactions, block trades, privately negotiated deals, or other transactions compliant with Rule 10b-18. The company may also use one or more Rule 10b5-1 plans to execute repurchases automatically over time.

Is El Pollo Loco required to buy back a specific number of shares?

No, the company is not obligated to repurchase any specific number of shares. The program authorizes up to $40,000,000 in potential repurchases, but actual activity depends on market conditions, funding, and management’s capital allocation decisions.

Does El Pollo Loco’s repurchase program have an end date?

The authorization has an open-ended term rather than a fixed expiration date. However, the company’s Board may expand, modify, suspend, or discontinue the repurchase program at any time based on changing circumstances or strategic priorities.

What factors will influence El Pollo Loco’s actual share repurchases?

Management will consider the stock’s market price, general business, economic and market conditions, alternative investment opportunities, and funding considerations. These factors will guide whether, when, and how aggressively the $40,000,000 authorization is used.

Filing Exhibits & Attachments

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