[8-K] Portillo's Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Portillo’s Inc. reported modest sales growth but weaker profitability for the fourth quarter and fiscal 2025. Fourth-quarter revenue rose to $185.7 million, up 0.6% year over year, while same-restaurant sales fell 3.3% on lower transactions, pressuring margins.
Quarterly operating income declined to $10.3 million and net income dropped to $6.3 million, with Restaurant-Level Adjusted EBITDA down to $40.6 million and Adjusted EBITDA edging down to $24.7 million. For fiscal 2025, revenue grew 3.0% to $732.1 million, but net income decreased to $21.1 million, and Adjusted EBITDA slipped to $97.3 million.
The company opened 8 new restaurants in 2025, ending the year with 102 locations, and expects to open another 8 units in 2026. For 2026, management targets Restaurant-Level Adjusted EBITDA margin of 20.5%–21%, Adjusted EBITDA roughly flat versus 2025, and capital spending of $55–$60 million.
Positive
- None.
Negative
- None.
Insights
Sales inched higher, but traffic, margins and earnings declined.
Portillo’s is showing top-line resilience with fiscal 2025 revenue up to
Cost pressures are evident. Restaurant operating expenses increased faster than sales, with commodity inflation near
For
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM | ||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 24, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | ||||||||
(630 )-954-3773
(Registrant’s telephone number, including area code)
| 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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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 2.02 Results of Operations and Financial Condition.
On February 24, 2026, Portillo’s Inc. (NASDAQ: PTLO) issued a press release reporting results for the fourth quarter ended December 28, 2025. A copy of the earnings press release is attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
The Company has also posted a supplemental earnings presentation to its website, which is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information furnished in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
99.1 | Portillo’s Inc. press release dated February 24, 2026 announcing financial results for the fourth quarter ended December 28, 2025 | |||||||
99.2 | Portillo’s Inc. Supplemental Earnings Presentation | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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, thereto duly authorized.
| Portillo's Inc. | |||||||||||
| (Registrant) | |||||||||||
Date: February 24, 2026 | By: | /s/ Michelle Hook | |||||||||
| Michelle Hook | |||||||||||
| Chief Financial Officer and Treasurer (Principal Financial Officer) | |||||||||||
Portillo’s Inc. Announces Fourth Quarter and Fiscal Year 2025 Financial Results
Oak Brook, IL— February 24, 2026—Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the one-of-a-kind restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the fourth quarter and fiscal year ended December 28, 2025.
Fourth Quarter 2025 Performance Highlights (vs. Fourth Quarter 2024):
•Total revenue of $185.7 million, an increase of 0.6% or $1.1 million
•Same-restaurant sales decrease of -3.3%
•Operating income of $10.3 million, a decrease of $3.5 million
•Net income of $6.3 million, a decrease of $6.2 million
•Restaurant-Level Adjusted EBITDA(1) of $40.6 million, a decrease of $4.7 million
•Adjusted EBITDA(1) of $24.7 million, a decrease of $0.5 million
Fiscal 2025 Performance Highlights (vs. Fiscal 2024):
•Total revenue of $732.1 million, an increase of 3.0% or $21.5 million
•Same-restaurant sales decrease of -0.5%
•Operating income of $43.7 million, a decrease of $14.4 million
•Net income of $21.1 million, a decrease of $14.0 million
•Restaurant-Level Adjusted EBITDA(1) of $158.4 million, a decrease of $9.7 million
•Adjusted EBITDA(1) of $97.3 million, a decrease of $7.4 million
(1) Adjusted EBITDA and Restaurant-Level Adjusted EBITDA are non-GAAP measures. Please see definitions and the reconciliations of these non-GAAP measures accompanying this release.
"Portillo's took a number of steps in the fourth quarter to change the trajectory of the business by implementing a reset of our new restaurant growth strategy, refocusing on operational fundamentals and deploying more dynamic marketing tactics," said Mike Miles, Chairman of the Board and Interim CEO. "We are encouraged by the early results of these initiatives and look forward to further improvement in 2026 under the leadership of new CEO Brett Patterson."
Fourth Quarter 2025 Financial and Operating Results
Revenues for the quarter ended December 28, 2025 were $185.7 million compared to $184.6 million for the quarter ended December 29, 2024, an increase of $1.1 million or 0.6%. The increase in revenues was primarily attributed to the opening of eight restaurants in fiscal 2025 and six restaurants in the fourth quarter of 2024, partially offset by a decrease in our same-restaurant sales. Restaurants not in our Comparable Restaurant Base (as defined below) contributed $7.8 million of the total year-over-year increase. Same-restaurant sales decreased 3.3%, or $5.4 million in the quarter. The same-restaurant sales decline was attributable to a 3.3% decrease in transactions. Average check in the quarter was flat due to an approximate 2.3% increase in certain menu prices offset by a 2.3% decrease in product mix. For the purpose of calculating same-restaurant sales for the quarter ended December 28, 2025, sales for 80 restaurants that were open for at least 24 full fiscal periods were included in the Comparable Restaurant Base.
Total restaurant operating expenses for the quarter ended December 28, 2025 were $145.2 million compared to $139.4 million for the quarter ended December 29, 2024, an increase of $5.8 million or 4.2%. The increase was primarily driven by the opening of eight restaurants in fiscal 2025 and six restaurants in the fourth quarter of 2024. Additionally, food, beverage and packaging costs were negatively impacted by a 4.0% increase in commodity prices. The increase in labor expense was driven by incremental investments to support our team members and an
1
increase in benefit expenses. Lastly, the increase in other operating expenses was primarily driven by the aforementioned opening of new restaurants, partially offset by lower cleaning expenses due to vendor renegotiation and travel expenses.
General and administrative expenses for the quarter ended December 28, 2025 were $19.4 million compared to $20.3 million for the quarter ended December 29, 2024, a decrease of $0.9 million or 4.4%. This decrease was primarily driven by lower variable-based compensation, partially offset by higher dead site costs.
Operating income for the quarter ended December 28, 2025 was $10.3 million compared to $13.8 million for the quarter ended December 29, 2024, a decrease of $3.5 million or 25.3% primarily due to the benefits of higher revenue being more than offset by the aforementioned expense factors.
Net income for the quarter ended December 28, 2025 was $6.3 million compared to a net income of $12.4 million for the quarter ended December 29, 2024, a decrease of $6.2 million or 49.5%. The decrease in net income was primarily due to a decrease in the tax receivable agreement liability adjustment of $5.6 million and a decrease in operating income of $3.5 million due to the aforementioned factors, partially offset by a decrease in income taxes of $2.7 million and interest expense of $0.4 million.
Restaurant-Level Adjusted EBITDA* for the quarter ended December 28, 2025 was $40.6 million compared to $45.2 million for the quarter ended December 29, 2024, a decrease of $4.7 million or 10.3%.
Adjusted EBITDA* for the quarter ended December 28, 2025 was $24.7 million compared to $25.2 million for the quarter ended December 29, 2024, a decrease of $0.5 million or 2.1%.
*A reconciliation of Restaurant-Level Adjusted EBITDA and Adjusted EBITDA and the nearest GAAP financial measure is included under “Non-GAAP Measures” in the accompanying financial data below.
Review of Fiscal 2025 Financial Results
Revenues for fiscal 2025 were $732.1 million compared to $710.6 million for fiscal 2024, an increase of $21.5 million or 3.0%. The increase in revenues was primarily attributed to the opening of eight restaurants during fiscal 2025 and ten restaurants in fiscal 2024. Restaurants not in our Comparable Restaurant Base (as defined below) contributed $27.4 million of the total year-over-year increase. The increase in revenues was partially offset by a same-restaurant sales decrease of 0.5%, or $2.9 million. The same-restaurant sales decline was attributable to a 2.5% decrease in transactions, partially offset by an increase in average check of 2.0%. The higher average check was primarily driven by an approximate 3.2% increase in menu prices, partially offset by a 1.2% decrease in product mix. To mitigate inflationary cost pressures, we implemented targeted menu price adjustments in 2025, including a 1.5% increase in January 2025, another 1.0% increase in in April 2025, and a 0.7% increase in June 2025. For the purpose of calculating same-restaurant sales for the year ended December 28, 2025, sales for 80 restaurants were included in the Comparable Restaurant Base.
Total restaurant operating expenses for fiscal 2025 were $573.7 million compared to $542.4 million for fiscal 2024, an increase of $31.2 million or 5.8%. The increase in restaurant operating expenses was driven by the opening of eight restaurants in fiscal 2025 and the opening of ten restaurants in fiscal 2024. Additionally, food, beverage and packaging costs was negatively impacted by a 3.9% increase in commodity prices. The increase in labor expense was driven by incremental investments to support our team members and an increase in benefit expenses. Other operating expenses increased in utilities, repair and maintenance expenses, and advertising expenses, partially offset by a decrease in cleaning expenses due to vendor renegotiation.
General and administrative expenses for fiscal 2025 were $77.1 million compared to $75.1 million for fiscal 2024, an increase of $2.1 million or 2.7%. This was primarily driven by $5.1 million of dead site costs, an increase in wages and benefits, higher professional fees, higher software licensing fees related to our enterprise resource planning (“ERP”) and human capital management (“HCM”) system implementations, and higher advertising expenses, partially offset by lower equity- and variable-based compensation.
Operating income for fiscal 2025 was $43.7 million compared to $58.0 million for fiscal 2024, a decrease of $14.4 million due to the benefits of higher revenue being more than offset by the aforementioned expense factors.
Net income for fiscal 2025 was $21.1 million compared to $35.1 million for fiscal 2024, a decrease of $14.0 million. The decrease in net income was primarily due to the aforementioned decrease in operating income of $14.4 million, a $6.2 million decrease in the Tax Receivable
2
Agreement liability adjustment, partially offset by a decrease in income tax expense of $3.8 million, and a decrease in interest expense of $2.8 million.
Restaurant-Level Adjusted EBITDA* for fiscal 2025 was $158.4 million compared to $168.1 million for fiscal 2024, a decrease of $9.7 million or 5.8%.
Adjusted EBITDA* for fiscal 2025 was $97.3 million compared to $104.8 million for fiscal 2024, a decrease of $7.4 million or 7.1%.
*A reconciliation of Restaurant-Level Adjusted EBITDA and Adjusted EBITDA and the nearest GAAP financial measure is included under “Non-GAAP Measures” in the accompanying financial data below.
Development Highlights
During fiscal 2025, we opened eight restaurants in five markets, for a total of 102 restaurants, including a restaurant owned by C&O. With the exception of one in-line restaurant and one Portillo's pickup restaurant, all new restaurant openings in 2025 were our RoTF 1.0 design, which is a smaller square footage prototype featuring a shorter, more efficient production line designed to reduce costs and provide excellent service to our guests. Subsequent to December 28, 2025, we opened two additional restaurants, bringing our total restaurant count to 104, as of the filing of this press release, including a restaurant owned by C&O of which Portillo’s owns 50% of the equity.
Below are the restaurants opened in fiscal 2025:
Location | Opening Month | Fiscal Quarter Opened | ||||||
Tomball, Texas | July 2025 | Q3 2025 | ||||||
Stafford, Texas | August 2025 | Q3 2025 | ||||||
Grand Prairie, Texas | August 2025 | Q3 2025 | ||||||
Middleton, Florida (In-Line) | August 2025 | Q3 2025 | ||||||
Chandler, Arizona | November 2025 | Q4 2025 | ||||||
Plainfield, Illinois (Pickup) | November 2025 | Q4 2025 | ||||||
Kennesaw, Georgia | November 2025 | Q4 2025 | ||||||
Lubbock, Texas | December 2025 | Q4 2025 | ||||||
Fiscal 2026 Outlook
Based on current expectations, we are providing fiscal 2026 outlook as follows:
Current Targets | |||||
New Units | 8 new units | ||||
Commodity inflation | Mid single digit | ||||
| Labor inflation | 3% to 3.5% | ||||
Restaurant-level adjusted EBITDA margin* | 20.5% to 21% | ||||
General and administrative expenses | $80-$82 million | ||||
Adjusted EBITDA* | Flat vs. 2025 | ||||
Capital expenditures | $55-$60 million | ||||
*We are unable to reconcile the financial target for adjusted EBITDA and restaurant-level adjusted EBITDA margin to net income/loss growth and operating income/loss margin, the respective corresponding U.S. GAAP measure, due to variability and difficulty in making accurate forecasts and projections and because not all information necessary to prepare the reconciliation is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information because we cannot accurately predict all of the components of the adjusted calculations and the non-GAAP measure may be materially different than the GAAP measure.
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CEO Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)
As previously announced, Brett Patterson joined the Company as President and Chief Executive Officer, effective February 23, 2026. In connection with his appointment and pursuant to the terms of his employment agreement, on February 23, 2026, the Company granted Mr. Patterson a one‑time sign‑on award of 69,084 restricted stock units (“RSUs”), with a grant‑date value of $400,000. The RSUs vest ratably over two years, subject to Mr. Patterson’s continued employment with the Company through each vesting date.
The RSU award was approved by the Compensation Committee of the Company’s Board of Directors and was granted as an inducement material to Mr. Patterson’s acceptance of employment with the Company. The award was made in accordance with, and in reliance upon, the employment inducement award exception provided under Nasdaq Listing Rule 5635(c)(4).
The following definitions apply to these terms as used in this release:
Change in Same-Restaurant Sales - The change in same-restaurant sales is the percentage change in year-over-year revenue for the Comparable Restaurant Base, which is defined as the number of restaurants open for at least 24 full fiscal periods. For the years ended December 28, 2025 and December 29, 2024, there were 80 and 71 restaurants in our Comparable Restaurant Base, respectively.
A change in same-restaurant sales is the result of a change in restaurant transactions, average guest check, or a combination of the two. We gather daily sales data and regularly analyze the guest transaction counts and the mix of menu items sold to strategically evaluate menu pricing and demand. Measuring our change in same-restaurant sales allows management to evaluate the performance of our existing restaurant base. We believe this measure provides a consistent comparison of restaurant sales results and trends across periods within our core, established restaurant base, unaffected by results of restaurant openings and enables investors to better understand and evaluate the Company’s historical and prospective operating performance.
Average Unit Volume - AUV is the total revenue (excluding gift card and Perks loyalty program breakage) recognized in the Comparable Restaurant Base, including C&O, divided by the number of restaurants in the Comparable Restaurant Base, including C&O, by period.
This key performance indicator allows management to assess changes in consumer spending patterns at our restaurants and the overall performance of our restaurant base.
Adjusted EBITDA and Adjusted EBITDA Margin - Adjusted EBITDA represents net income (loss) before depreciation and amortization, interest expense, interest income, and income taxes, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing core operating performance as identified in the reconciliation of net income (loss), the most directly comparable GAAP measure to Adjusted EBITDA. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenues, net. See also “Non-GAAP Financial Measures.”
Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin - Restaurant-Level Adjusted EBITDA is defined as revenue, less restaurant operating expenses, which include food, beverage and packaging costs, labor expenses, occupancy expenses and other operating expenses. Restaurant-Level Adjusted EBITDA excludes corporate level expenses and depreciation and amortization on restaurant property and equipment. Restaurant-Level Adjusted EBITDA Margin represents Restaurant-Level Adjusted EBITDA as a percentage of revenues, net. See also “Non-GAAP Financial Measures.”
For more information about the Company’s Non-GAAP measures, how they are calculated and reconciled and why management believes that they are useful, see “Non-GAAP Financial Measures” below.
Earnings Conference Call
The Company will host a conference call to discuss its financial results for the fourth quarter and fiscal year on Tuesday, February 24, 2026, at 10:00 AM ET. The conference call can be accessed live over the phone by dialing 877-407-3982. A telephone replay will be available shortly after the call has concluded and can be accessed by dialing 844-512-2921, and using passcode #13748479. The webcast replay will be available at investors.portillos.com shortly after the call has concluded.
4
About Portillo’s
Portillo’s (NASDAQ: PTLO) is a one-of-a-kind brand that has grown from a small hot dog trailer in Chicago to more than 100 restaurants across 11 states. Known for its unique menu of craveable Italian beef sandwiches, Chicago-style hot dogs, char-grilled burgers, fresh salads and iconic chocolate cake, Portillo’s is beloved in both its home of Chicagoland and across new and growing markets. Portillo’s operates a company-owned model of not just restaurants – but experience-focused destinations that blend dine-in, drive-thru, takeout and delivery to serve our guests with the food they crave. And now, after six decades of success and counting, Portillo’s is on a mission to bring its iconic food and unforgettable dining experience to guests across the country.
Guests can join Portillo’s Perks, the brand’s loyalty program, at Portillos.com/perks to earn and redeem delicious rewards. Every visit brings fans closer to exclusive perks, badges and surprise offers. Fans can also download the Portillo’s App for iOS or Android or visit Portillo’s website to order ahead for pickup or delivery and get the best dill on these bun-believably delicious Chicago-style favorites and more. Plus, Portillo’s ships its craveworthy food to all 50 states via its website.
5
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business, and are based on currently available operating, financial and competitive information which are subject to various risks and uncertainties, so you should not place undue reliance on forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "commit," "estimate," "expect," "forecast," "outlook," "potential," "project," "projection," "plan," "intend," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other similar expressions.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:
•risks related to or arising from our organizational structure;
•risks of food-borne illness and food safety and other health concerns about our food;
•risks relating to the economy and financial markets, including in relation to trade and tax policy changes and other macroeconomic uncertainty, including, inflation, fluctuating interest rates, stock market volatility, recession concerns, and other factors;
•risks associated with onboarding a new Chief Executive Officer;
•the impact of unionization activities of our team members on our reputation, operations and profitability;
•risks associated with our reliance on certain information technology systems, including our new enterprise resource planning system, and potential failures or interruptions;
•risks associated with data, privacy, cyber security and the use and implementation of information technology systems, including our digital ordering and payment platforms for our delivery business;
•risks associated with increased adoption, implementation and use of artificial intelligence technologies across our business;
•the impact of competition, including from our competitors in the restaurant industry or our own restaurants;
•the increasingly competitive labor market and our ability to attract and retain the best talent and qualified employees, including executive officers and the other key team members;
•the impact of federal, state or local government regulations relating to privacy, data protection, advertising and consumer protection, building and zoning requirements, labor and employment matters, costs of or ability to open new restaurants, or the sale of food and alcoholic beverages;
•inability to achieve our growth strategy, including as a result of, among other things, the availability of suitable new restaurant sites in existing and new markets and opening of new restaurants at the anticipated rate and on the anticipated timeline;
•the impact of consumer sentiment and other economic factors on our sales;
•increases in food and other operating costs, tariffs and import taxes, and supply shortages; and
•other risks identified in our filings with the Securities and Exchange Commission (the “SEC”).
All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in the Company’s most recent Annual Report on Form 10-K, filed with the SEC. All of the Company’s SEC filings are available on the SEC’s website at www.sec.gov. The forward-looking statements included in this press release are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Investor Contact:
Chris Brandon, Vice President of Investor Relations
312.931.5578
cbrandon@portillos.com
Media Contact:
Sara Wirth, Director of Communications & PR
press@portillos.com
6
PORTILLO’S INC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except common share and per common share data)
| Quarter Ended | Fiscal Years Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| December 28, 2025 | December 29, 2024 | December 28, 2025 | December 29, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| REVENUES, NET | $ | 185,745 | 100.0 | % | $ | 184,609 | 100.0 | % | $ | 732,066 | 100.0 | % | $ | 710,554 | 100.0 | % | |||||||||||||||||||||||||||||||
| COST AND EXPENSES: | |||||||||||||||||||||||||||||||||||||||||||||||
Restaurant operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Food, beverage and packaging costs | 64,234 | 34.6 | % | 62,870 | 34.1 | % | 251,705 | 34.4 | % | 241,679 | 34.0 | % | |||||||||||||||||||||||||||||||||||
| Labor | 48,220 | 26.0 | % | 45,432 | 24.6 | % | 191,691 | 26.2 | % | 181,091 | 25.5 | % | |||||||||||||||||||||||||||||||||||
| Occupancy | 10,120 | 5.4 | % | 8,909 | 4.8 | % | 40,631 | 5.6 | % | 36,632 | 5.2 | % | |||||||||||||||||||||||||||||||||||
| Other operating expenses | 22,597 | 12.2 | % | 22,170 | 12.0 | % | 89,637 | 12.2 | % | 83,038 | 11.7 | % | |||||||||||||||||||||||||||||||||||
| Total restaurant operating expenses | 145,171 | 78.2 | % | 139,381 | 75.5 | % | 573,664 | 78.4 | % | 542,440 | 76.3 | % | |||||||||||||||||||||||||||||||||||
| General and administrative expenses | 19,414 | 10.5 | % | 20,303 | 11.0 | % | 77,140 | 10.5 | % | 75,089 | 10.6 | % | |||||||||||||||||||||||||||||||||||
| Pre-opening expenses | 3,337 | 1.8 | % | 3,966 | 2.1 | % | 8,802 | 1.2 | % | 9,236 | 1.3 | % | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 7,623 | 4.1 | % | 6,568 | 3.6 | % | 29,112 | 4.0 | % | 27,297 | 3.8 | % | |||||||||||||||||||||||||||||||||||
| Net income attributable to equity method investment | (277) | (0.1) | % | (306) | (0.2) | % | (1,275) | (0.2) | % | (1,229) | (0.2) | % | |||||||||||||||||||||||||||||||||||
Other loss (income), net | 146 | 0.1 | % | 864 | 0.5 | % | 946 | 0.1 | % | (312) | — | % | |||||||||||||||||||||||||||||||||||
OPERATING INCOME | 10,331 | 5.6 | % | 13,833 | 7.5 | % | 43,677 | 6.0 | % | 58,033 | 8.2 | % | |||||||||||||||||||||||||||||||||||
| Interest expense | 5,669 | 3.1 | % | 6,033 | 3.3 | % | 22,808 | 3.1 | % | 25,616 | 3.6 | % | |||||||||||||||||||||||||||||||||||
| Interest income | (7) | — | % | (105) | (0.1) | % | (275) | — | % | (309) | — | % | |||||||||||||||||||||||||||||||||||
Tax Receivable Agreement liability adjustment | (813) | (0.4) | % | (6,425) | (3.5) | % | (2,945) | (0.4) | % | (9,149) | (1.3) | % | |||||||||||||||||||||||||||||||||||
INCOME BEFORE INCOME TAXES | 5,482 | 3.0 | % | 14,330 | 7.8 | % | 24,089 | 3.3 | % | 41,875 | 5.9 | % | |||||||||||||||||||||||||||||||||||
Income tax (benefit) expense | (795) | (0.4) | % | 1,901 | 1.0 | % | 2,997 | 0.4 | % | 6,799 | 1.0 | % | |||||||||||||||||||||||||||||||||||
NET INCOME | 6,277 | 3.4 | % | 12,429 | 6.7 | % | 21,092 | 2.9 | % | 35,076 | 4.9 | % | |||||||||||||||||||||||||||||||||||
Net income attributable to non-controlling interests | 164 | 0.1 | % | 1,164 | 0.6 | % | 1,747 | 0.2 | % | 5,559 | 0.8 | % | |||||||||||||||||||||||||||||||||||
NET INCOME ATTRIBUTABLE TO PORTILLO'S INC. | $ | 6,113 | 3.3 | % | $ | 11,265 | 6.1 | % | $ | 19,345 | 2.6 | % | $ | 29,517 | 4.2 | % | |||||||||||||||||||||||||||||||
Income per common share attributable to Portillo’s Inc.: | |||||||||||||||||||||||||||||||||||||||||||||||
| Basic | $ | 0.08 | $ | 0.18 | $ | 0.28 | $ | 0.48 | |||||||||||||||||||||||||||||||||||||||
| Diluted | $ | 0.08 | $ | 0.17 | $ | 0.27 | $ | 0.46 | |||||||||||||||||||||||||||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||||||||||||||||||||||||||
| Basic | 71,944,092 | 63,192,284 | 68,821,447 | 61,050,437 | |||||||||||||||||||||||||||||||||||||||||||
| Diluted | 72,660,746 | 65,885,627 | 71,086,762 | 63,982,643 | |||||||||||||||||||||||||||||||||||||||||||
7
PORTILLO’S INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except common share and per common share data)
| December 28, 2025 | December 29, 2024 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents and restricted cash | $ | 19,963 | $ | 22,876 | |||||||
Accounts and tenant improvement receivables | 16,502 | 14,794 | |||||||||
Inventories | 8,207 | 7,915 | |||||||||
Prepaid expenses and other | 6,844 | 7,066 | |||||||||
| Total current assets | 51,516 | 52,651 | |||||||||
| Property and equipment, net | 420,263 | 358,975 | |||||||||
| Operating lease assets | 261,086 | 222,390 | |||||||||
| Goodwill | 394,298 | 394,298 | |||||||||
| Trade names | 221,725 | 223,925 | |||||||||
| Other intangible assets, net | 23,391 | 26,098 | |||||||||
| Equity method investment | 15,696 | 16,056 | |||||||||
| Deferred tax assets | 211,267 | 197,409 | |||||||||
| Other assets | 7,292 | 8,284 | |||||||||
| Total other assets | 873,669 | 866,070 | |||||||||
| TOTAL ASSETS | $ | 1,606,534 | $ | 1,500,086 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Accounts payable | $ | 43,210 | $ | 45,516 | |||||||
| Current portion of long-term debt | 6,250 | 11,250 | |||||||||
| Short-term debt | 90,000 | 25,000 | |||||||||
| Current portion of Tax Receivable Agreement liability | 7,910 | 7,686 | |||||||||
Deferred revenue | 7,472 | 7,032 | |||||||||
Short-term operating lease liabilities | 6,878 | 6,013 | |||||||||
| Accrued expenses | 32,236 | 33,072 | |||||||||
| Total current liabilities | 193,956 | 135,569 | |||||||||
| LONG-TERM LIABILITIES: | |||||||||||
| Long-term debt, net of current portion | 237,977 | 275,422 | |||||||||
| Tax Receivable Agreement liability | 344,524 | 316,893 | |||||||||
| Long-term operating lease liabilities | 329,190 | 278,540 | |||||||||
| Other long-term liabilities | 3,614 | 3,559 | |||||||||
| Total long-term liabilities | 915,305 | 874,414 | |||||||||
| Total liabilities | 1,109,261 | 1,009,983 | |||||||||
| COMMITMENTS AND CONTINGENCIES | |||||||||||
STOCKHOLDERS’ EQUITY: | |||||||||||
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized, none issued and outstanding | — | — | |||||||||
Class A common stock, $0.01 par value per share, 380,000,000 shares authorized, and 71,971,736 and 63,674,579 shares issued and outstanding as of December 28, 2025 and December 29, 2024, respectively | 720 | 637 | |||||||||
Class B common stock, $0.00001 par value per share, 50,000,000 shares authorized, and 3,442,335 and 10,732,800 shares issued and outstanding as of December 28, 2025 and December 29, 2024, respectively | — | — | |||||||||
| Additional paid-in-capital | 404,603 | 357,295 | |||||||||
Retained earnings | 62,474 | 43,129 | |||||||||
| Total stockholders' equity attributable to Portillo's Inc. | 467,797 | 401,061 | |||||||||
| Non-controlling interest | 29,476 | 89,042 | |||||||||
| Total stockholders' equity | 497,273 | 490,103 | |||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 1,606,534 | $ | 1,500,086 | |||||||
8
PORTILLO’S INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Fiscal Years Ended | |||||||||||
| December 28, 2025 | December 29, 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net income | $ | 21,092 | $ | 35,076 | |||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 29,112 | 27,297 | |||||||||
| Amortization of debt issuance costs and discount | 692 | 873 | |||||||||
| Loss on sales of assets | 434 | 528 | |||||||||
| Equity-based compensation | 6,493 | 11,151 | |||||||||
Deferred income tax expense | 2,997 | 6,771 | |||||||||
| Tax Receivable Agreement liability adjustment | (2,945) | (9,149) | |||||||||
| Gift card breakage | (857) | (852) | |||||||||
Asset impairment | 2,200 | 657 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivables | (1,537) | 862 | |||||||||
| Receivables from related parties | 25 | (46) | |||||||||
Inventories | (292) | 818 | |||||||||
| Other current assets | 221 | 357 | |||||||||
| Operating lease asset | 9,699 | 8,469 | |||||||||
| Accounts payable | 316 | 11,284 | |||||||||
| Accrued expenses and other liabilities | 310 | 1,827 | |||||||||
Operating lease liabilities | (2,920) | (3,178) | |||||||||
| Deferred lease incentives | 5,282 | 5,553 | |||||||||
| Other assets and liabilities | 1,589 | (258) | |||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | 71,911 | 98,040 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchase of property and equipment | (90,435) | (88,191) | |||||||||
Other | 242 | 77 | |||||||||
| NET CASH USED IN INVESTING ACTIVITIES | (90,193) | (88,114) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from short-term debt, net | 65,000 | 10,000 | |||||||||
| Payments of long-term debt | (41,875) | (5,625) | |||||||||
| Proceeds from equity offering, net of underwriting discounts | — | 114,960 | |||||||||
| Repurchase of outstanding equity / Portillo's OpCo units | — | (114,960) | |||||||||
| Distributions paid to non-controlling interest holders | (1,291) | (838) | |||||||||
| Proceeds from stock option exercises | 2,727 | 4,332 | |||||||||
| Employee withholding taxes related to net settled equity awards | (1,046) | (1,433) | |||||||||
| Proceeds from Employee Stock Purchase Plan purchases | 453 | 508 | |||||||||
| Payments of Tax Receivable Agreement liability | (7,686) | (4,432) | |||||||||
| Payment of deferred financing costs | (1,263) | — | |||||||||
Contributions from non-controlling interests | 350 | — | |||||||||
NET CASH PROVIDED BY IN FINANCING ACTIVITIES | 15,369 | 2,512 | |||||||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (2,913) | 12,438 | |||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD | 22,876 | 10,438 | |||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD | $ | 19,963 | $ | 22,876 | |||||||
9
PORTILLO’S INC
SELECTED OPERATING DATA AND NON-GAAP FINANCIAL MEASURES
| Quarter Ended | Fiscal Years Ended | ||||||||||||||||||||||
| December 28, 2025 | December 29, 2024 | December 28, 2025 | December 29, 2024 | ||||||||||||||||||||
| Total Restaurants (a) | 102 | 94 | 102 | 94 | |||||||||||||||||||
| AUV (in millions) (a) | N/A | N/A | $ | 8.5 | $ | 8.7 | |||||||||||||||||
| Change in same-restaurant sales (b)(c) | (3.3) | % | 0.4 | % | (0.5)% | (0.6)% | |||||||||||||||||
| Adjusted EBITDA (in thousands) (b) | $ | 24,669 | $ | 25,205 | $ | 97,331 | $ | 104,760 | |||||||||||||||
| Adjusted EBITDA Margin (b) | 13.3 | % | 13.7 | % | 13.3% | 14.7% | |||||||||||||||||
| Restaurant-Level Adjusted EBITDA (in thousands) (b) | $ | 40,574 | $ | 45,228 | $ | 158,402 | $ | 168,114 | |||||||||||||||
| Restaurant-Level Adjusted EBITDA Margin (b) | 21.8 | % | 24.5 | % | 21.6% | 23.7% | |||||||||||||||||
(a) Includes a restaurant that is owned by C&O of which Portillo’s owns 50% of the equity. Total restaurants indicated are as of December 28, 2025.
(b) Excludes C&O.
(c) Due to the 14th week in the fourth quarter of 2023, same-restaurant sales for the fourth quarter 2024 compares the 13 weeks from September 30, 2024 through December 29, 2024 to the 13 weeks from October 2, 2023 through December 31, 2023. Due to the 53rd week in fiscal 2023, same-restaurant sales for fiscal 2024 compares the 52 weeks from January 1, 2024 through December 29, 2024 to the 52 weeks from January 2, 2023 through December 31, 2023.
10
PORTILLO’S INC.
NON-GAAP FINANCIAL MEASURES
To supplement the consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: Adjusted EBITDA and Adjusted EBITDA Margin, and Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin. Accordingly, Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are not required by, nor presented in accordance with GAAP, but rather are supplemental measures of operating performance of our restaurants. You should be aware that these measures are not indicative of overall results for the Company and that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin do not accrue directly to the benefit of stockholders because of corporate-level expenses excluded from such measures. These measures are supplemental measures of operating performance and our calculations thereof may not be comparable to similar measures reported by other companies. These measures are important measures to evaluate the performance and profitability of our restaurants, individually and in the aggregate, but also have important limitations as analytical tools and should not be considered in isolation as substitutes for analysis of our results as reported under GAAP.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA represents net income (loss) before depreciation and amortization, interest expense, interest income, and income taxes, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing core operating performance as identified in the reconciliation of net income (loss), the most directly comparable GAAP measure to Adjusted EBITDA. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of total revenues.
We use Adjusted EBITDA and Adjusted EBITDA Margin (i) to evaluate our operating results and the effectiveness of our business strategies, (ii) internally as benchmarks to compare our performance to that of our competitors and (iii) as factors in evaluating management’s performance when determining incentive compensation.
We believe that Adjusted EBITDA and Adjusted EBITDA Margin are important measures of operating performance because they eliminate the impact of expenses that do not relate to our core operating performance.
We are unable to reconcile the long-term outlook for Adjusted EBITDA to net income (loss), the corresponding U.S. GAAP measure, due to variability and difficulty in making accurate forecasts and projections and because not all information necessary to prepare the reconciliation is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information because we cannot accurately predict all of the components of the adjusted calculations and the non-GAAP measure may be materially different than the GAAP measure.
Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin
Restaurant-Level Adjusted EBITDA is defined as revenue, less restaurant operating expenses, which include cost of goods sold (excluding depreciation and amortization), labor expenses, occupancy expenses and other operating expenses. Restaurant-Level Adjusted EBITDA excludes corporate level expenses and depreciation and amortization on restaurant property and equipment. Restaurant-Level Adjusted EBITDA Margin represents Restaurant-Level Adjusted EBITDA as a percentage of revenue.
We believe that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are important measures to evaluate the performance and profitability of our restaurants, individually and in the aggregate.
11
See below for a reconciliation of net income, the most directly comparable GAAP measure, to Adjusted EBITDA and Adjusted EBITDA Margin (in thousands):
| Quarter Ended | Fiscal Years Ended | ||||||||||||||||||||||
| December 28, 2025 | December 29, 2024 | December 28, 2025 | December 29, 2024 | ||||||||||||||||||||
Net income | $ | 6,277 | $ | 12,429 | $ | 21,092 | $ | 35,076 | |||||||||||||||
Net income margin | 3.4 | % | 6.7 | % | 2.9 | % | 4.9 | % | |||||||||||||||
| Depreciation and amortization | 7,623 | 6,568 | 29,112 | 27,297 | |||||||||||||||||||
| Interest expense | 5,669 | 6,033 | 22,808 | 25,616 | |||||||||||||||||||
Interest income | (7) | (105) | (275) | (309) | |||||||||||||||||||
Income tax (benefit) expense | (795) | 1,901 | 2,997 | 6,799 | |||||||||||||||||||
| EBITDA | 18,767 | 26,826 | 75,734 | 94,479 | |||||||||||||||||||
| Deferred rent (1) | 1,970 | 1,398 | 6,840 | 5,255 | |||||||||||||||||||
| Equity-based compensation | 2,205 | 1,928 | 6,493 | 11,151 | |||||||||||||||||||
| Cloud-based software implementation costs (2) | — | 166 | 267 | 679 | |||||||||||||||||||
| Amortization of cloud-based software implementation costs (3) | 285 | 219 | 1,091 | 586 | |||||||||||||||||||
| Other loss (4) | 187 | 1,054 | 2,635 | 1,184 | |||||||||||||||||||
| Transaction-related fees and expenses (5) | — | 39 | 742 | 575 | |||||||||||||||||||
| Strategic realignment costs (6) | 2,068 | — | 6,474 | — | |||||||||||||||||||
| Tax Receivable Agreement liability adjustment (7) | (813) | (6,425) | (2,945) | (9,149) | |||||||||||||||||||
| Adjusted EBITDA | $ | 24,669 | $ | 25,205 | $ | 97,331 | $ | 104,760 | |||||||||||||||
Adjusted EBITDA Margin (8) | 13.3 | % | 13.7 | % | 13.3 | % | 14.7 | % | |||||||||||||||
(1) Represents the difference between cash rent payments and the recognition of straight-line rent expense recognized over the lease term.
(2) Represents non-capitalized third-party consulting and software licensing costs incurred in connection with the implementation of a new ERP and HCM systems which are included within general and administrative expenses.
(3) Represents amortization of capitalized cloud-based ERP and HCM system implementation costs that are included within general and administrative expenses.
(4) Represents loss on disposal of property and equipment, a legacy Barnelli's trade name impairment charge in fiscal 2025, and a technology asset impairment charge in fiscal 2024 included within other loss (income), net.
(5) Represents certain expenses that management believes are not indicative of ongoing operations, consisting primarily of certain professional fees included within general and administrative expenses.
(6) Fourth quarter 2025 represents $1.5 million of costs related to the Company's strategic reset of its development and growth plans, $0.4 million in connection with the departure of our Chief Development Officer (“CDO”), and $0.2 million in connection with the departure of our CEO. Fiscal 2025 represents $4.4 million in costs related to the Company's strategic reset of its development and growth plans, $1.7 million in connection with the departure of our CEO, and $0.4 million in connection with the departure of our CDO. These costs are included within general and administrative expenses.
(7) Represents remeasurement of the Tax Receivable Agreement liability.
(8) Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenues, net.
See below for a reconciliation of operating income, the most directly comparable GAAP measure, to Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin (in thousands):
| Quarter Ended | Fiscal Years Ended | ||||||||||||||||||||||
| December 28, 2025 | December 29, 2024 | December 28, 2025 | December 29, 2024 | ||||||||||||||||||||
Operating income | $ | 10,331 | $ | 13,833 | $ | 43,677 | $ | 58,033 | |||||||||||||||
| Operating income margin | 5.6 | % | 7.5 | % | 6.0 | % | 8.2 | % | |||||||||||||||
| Plus: | |||||||||||||||||||||||
| General and administrative expenses | 19,414 | 20,303 | 77,140 | 75,089 | |||||||||||||||||||
| Pre-opening expenses | 3,337 | 3,966 | 8,802 | 9,236 | |||||||||||||||||||
| Depreciation and amortization | 7,623 | 6,568 | 29,112 | 27,297 | |||||||||||||||||||
| Net income attributable to equity method investment | (277) | (306) | (1,275) | (1,229) | |||||||||||||||||||
Other loss (income), net | 146 | 864 | 946 | (312) | |||||||||||||||||||
| Restaurant-Level Adjusted EBITDA | $ | 40,574 | $ | 45,228 | $ | 158,402 | $ | 168,114 | |||||||||||||||
| Restaurant-Level Adjusted EBITDA Margin (1) | 21.8 | % | 24.5 | % | 21.6 | % | 23.7 | % | |||||||||||||||
(1) Restaurant-Level Adjusted EBITDA Margin is defined as Restaurant-Level Adjusted EBITDA divided by Revenues, net.
12
Fourth Quarter Earnings Supplemental February 24, 2026
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS & NON-GAAP MEASURES This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business, and are based on currently available operating, financial and competitive information which are subject to various risks and uncertainties, so you should not place undue reliance on forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "commit," "estimate," "expect," "forecast," "outlook," "potential," "project," "projection," "plan," "intend," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other similar expressions. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that we may not predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements, and you should not unduly rely on these statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: • risks related to or arising from our organizational structure; • risks of food-borne illness and food safety and other health concerns about our food; • risks relating to the economy and financial markets, including in relation to trade and tax policy changes and other macroeconomic uncertainty, including inflation, fluctuating interest rates, stock market volatility, recession concerns, and other factors; • risks associated with onboarding a new Chief Executive Officer; • the impact of unionization activities of our Team Members on our reputation, operations and profitability; • risks associated with our reliance on certain information technology systems, including our new enterprise resource planning system, and potential failures or interruptions; • risks associated with data, privacy, cyber security and the use and implementation of information technology systems, including our digital ordering and payment platforms for our delivery business; • risks associated with increased adoption, implementation and use of artificial intelligence technologies across our business; • the impact of competition, including from our competitors in the restaurant industry or our own restaurants; • the increasingly competitive labor market and our ability to attract and retain the best talent and qualified employees, including executive officers and the other key team members; • the impact of federal, state or local government regulations relating to privacy, data protection, advertising and consumer protection, building and zoning requirements, labor and employment matters, costs or ability to open new restaurants, or sale of food and alcoholic beverages; • inability to achieve our growth strategy, including as a result of, among other things, the availability of suitable new restaurant sites in existing and new markets and opening of new restaurants at the anticipated rate and on the anticipated timeline; • the impact of consumer sentiment and other economic factors on our sales; • increases in food and other operating costs, tariffs and import taxes, and supply shortages; and • other risks identified in our filings with the Securities and Exchange Commission (the "SEC"). All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this presentation in the context of the risks and uncertainties disclosed in the Company's most recent Annual Report on Form 10-K, filed with the SEC. All of the Company's filings are available on the SEC's website at www.sec.gov. The forward-looking statements included in this press release are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. This presentation includes certain non-GAAP measures as defined under SEC rules, including Adjusted EBITDA, Adjusted EBITDA Margin, Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin. Reconciliations and definitions are included in the Appendix to this presentation.
Q4 2025 PERFORMANCE REVENUE $185.7 million Q4 Total revenue CHANGE IN SAME RESTAURANT SALES (1) PROFITABILITY $10.3 million Q4 Operating Income 0.6% Q4 Total Revenue Growth (3) A geometric comparable sales measure is used to determine the compounding effect of an earlier period's year over year comparable sales percentage on the subsequent period's year over year comparable sales percentage. $24.7 million Q4 Adjusted EBITDA(2) $40.6 million Q4 Restaurant-Level Adjusted EBITDA(2) $6.3 million Q4 Net Income (1) Same restaurant sales include restaurants open for a minimum of 24 months and excludes a restaurant that is owned by C&O Chicago, LLC ("C&O") of which Portillo's owns 50% of the equity. (2) See appendix for a reconciliation to the most directly comparable GAAP financial measure.
FISCAL 2025 PERFORMANCE REVENUE $732.1 million Fiscal 2025 Total Revenue SAME RESTAURANT SALES CHANGE (1) PROFITABILITY $43.7 million Fiscal 2025 Operating Income 3.0% Fiscal 2025 Total Revenue Growth (2) See appendix for a reconciliation to the most directly comparable GAAP financial measure. $97.3 million Fiscal 2025 Adjusted EBITDA(2) $158.4 million Fiscal 2025 Restaurant- Level Adjusted EBITDA(2) $21.1 million Fiscal 2025 Net Income (1) Same restaurant sales include restaurants open for a minimum of 24 months and excludes a restaurant that is owned by C&O Chicago, LLC ("C&O") of which Portillo's owns 50% of the equity.
FISCAL 2026 OUTLOOK (1) We are unable to reconcile the long-term outlook for Adjusted EBITDA growth to net income (loss), the corresponding U.S. GAAP measure, due to variability and difficulty in making accurate forecasts and projections and because not all information necessary to prepare the reconciliation is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information because we cannot accurately predict all of the components of the adjusted calculations and the non-GAAP measure may be materially different than the GAAP measure. New Units 8 new units (6 in first half and 2 in second half) Commodity Inflation Mid single digit Labor Inflation 3% to 3.5% Restaurant-Level Adjusted EBITDA Margin(1) 20.5% to 21% General & Administrative Expenses $80-$82 million Adjusted EBITDA(1) Flat vs. 2025 Capital Expenditures $55-$60 million (1) We are unable to reconcile the financial target for adjusted EBITDA growth and restaurant-level adjusted EBITDA margin, to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and because not all information necessary to prepare the reconciliation is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information because we cannot accurately predict all of the components of the adjusted calculations and the non-GAAP measure may be materially different than the GAAP measure. 1 1-2 2-3 6-7 Q1 2024 Q2 2024 Q3 2024 Q4 2024 New Restaurants by Quarter
2026 DEVELOPMENT EXPECTATIONS - 8 NEW RESTAURANTS Q1 Q2 Q3 Q4 4 22026 2026 Openings • Fort Worth, TX (Opened in January) • Humble, TX (Opened in February) • El Paso, TX (First-in-market) • North Dallas, TX • Frisco, TX • Schertz, TX (First-in-market, San Antonio) • DFW Airport (First-ever) • Chicago, IL (In-line) 0-1 0-1 All free standing restaurant openings in 2026 will be our RoTF 1.0 design
FINANCIAL PROFILE $55 $58 $44 2023 2024 2025 $165 $168 $158 24.3% 23.7% 21.6% 2023 2024 2025 $25 $35 $21 2023 2024 2025 $102 $105 $97 15.0% 14.7% 13.3% 2023 2024 2025 $680 $711 $732 2023 2024 2025 5.7% (0.6)% (0.5)% 2023 2024 2025 TOTAL REVENUE OPERATING INCOME NET INCOME SAME RESTAURANT SALES (1) RESTAURANT-LEVEL ADJ. EBITDA (Margin) (2) ADJ. EBITDA (Margin) (2) ($ in millions) ($ in millions) ($ in millions) ($ in millions) ($ in millions) (1) Same restaurant sales include restaurants open for a minimum of 24 months and excludes a restaurant that is owned by C&O Chicago, LLC ("C&O") of which Portillo's owns 50% of the equity. For fiscal 2024, same-restaurant sales compares the 52 weeks from January 1, 2024 through December 29, 2024 to the 52 weeks from January 2, 2023 through December 31, 2023. For fiscal 2023, same-restaurant sales compares the 53 weeks from December 26, 2022 through December 31, 2023, to the 53 weeks from December 27, 2021 through January 1, 2023. (2) See appendix for a reconciliation to the most comparable GAAP financial measure. Note: We use a 52- or 53-week fiscal year ending on the Sunday prior to December 31. Fiscal 2025 and fiscal 2024 consist of 52 weeks and fiscal 2023 consisted of 53 weeks. The 53rd week in fiscal 2023 included Christmas Day, resulting in six additional operating days.
APPENDIX
STATEMENT OF OPERATIONS Quarter Ended Fiscal Years Ended December 28, 2025 December 29, 2024 December 28, 2025 December 29, 2024 REVENUES, NET $ 185,745 100.0 % $ 184,609 100.0 % $ 732,066 100.0 % $ 710,554 100.0 % COST AND EXPENSES: Restaurant operating expenses: Food, beverage and packaging costs 64,234 34.6 % 62,870 34.1 % 251,705 34.4 % 241,679 34.0 % Labor 48,220 26.0 % 45,432 24.6 % 191,691 26.2 % 181,091 25.5 % Occupancy 10,120 5.4 % 8,909 4.8 % 40,631 5.6 % 36,632 5.2 % Other operating expenses 22,597 12.2 % 22,170 12.0 % 89,637 12.2 % 83,038 11.7 % Total restaurant operating expenses 145,171 78.2 % 139,381 75.5 % 573,664 78.4 % 542,440 76.3 % General and administrative expenses 19,414 10.5 % 20,303 11.0 % 77,140 10.5 % 75,089 10.6 % Pre-opening expenses 3,337 1.8 % 3,966 2.1 % 8,802 1.2 % 9,236 1.3 % Depreciation and amortization 7,623 4.1 % 6,568 3.6 % 29,112 4.0 % 27,297 3.8 % Net income attributable to equity method investment (277) (0.1) % (306) (0.2) % (1,275) (0.2) % (1,229) (0.2) % Other loss (income), net 146 0.1 % 864 0.5 % 946 0.1 % (312) — % OPERATING INCOME 10,331 5.6 % 13,833 7.5 % 43,677 6.0 % 58,033 8.2 % Interest expense 5,669 3.1 % 6,033 3.3 % 22,808 3.1 % 25,616 3.6 % Interest income (7) — % (105) (0.1) % (275) — % (309) — % Tax Receivable Agreement liability adjustment (813) (0.4) % (6,425) (3.5) % (2,945) (0.4) % (9,149) (1.3) % INCOME BEFORE INCOME TAXES 5,482 3.0 % 14,330 7.8 % 24,089 3.3 % 41,875 5.9 % Income tax (benefit) expense (795) (0.4) % 1,901 1.0 % 2,997 0.4 % 6,799 1.0 % NET INCOME 6,277 3.4 % 12,429 6.7 % 21,092 2.9 % 35,076 4.9 % Net income attributable to non-controlling interests 164 0.1 % 1,164 0.6 % 1,747 0.2 % 5,559 0.8 % NET INCOME ATTRIBUTABLE TO PORTILLO'S INC. $ 6,113 3.3 % $ 11,265 6.1 % $ 19,345 2.6 % $ 29,517 4.2 % Income per common share attributable to Portillo’s Inc.: Basic $ 0.08 $ 0.18 $ 0.28 $ 0.48 Diluted $ 0.08 $ 0.17 $ 0.27 $ 0.46 Weighted-average common shares outstanding: Basic 71,944,092 63,192,284 68,821,447 61,050,437 Diluted 72,660,746 65,885,627 71,086,762 63,982,643
REVENUE SUMMARY - Q4 2025 Quarter Ended December 28, 2025 December 29, 2024 $ Change % Change Same-restaurant sales (80 restaurants) (1) $160,609 $166,031 (5,422) (3.3) % Restaurants not yet in comparable base opened in fiscal 2025 (8 restaurants) (1) 7,282 — 7,282 nm Restaurants not yet in comparable base opened in fiscal 2024 (10 restaurants) (1) 8,694 7,783 911 11.7 % Restaurants not yet in comparable base opened in fiscal 2023 (3 restaurants) (1) 6,308 6,692 (384) (5.7) % Other (2) 2,852 4,103 (1,251) (30.5) % Revenues, net $ 185,745 $ 184,609 $ 1,136 0.6 % (1) Total restaurants indicated are as of December 28, 2025. Excludes a restaurant that is owned by C&O of which Portillo’s owns 50% of the equity. (2) Includes revenue from direct shipping sales and non-traditional locations. TAKEAWAYS
REVENUE SUMMARY - FISCAL 2025 Fiscal Years Ended December 28, 2025 December 29, 2024 $ Change % Change Same-restaurant sales (80 restaurants) (1) $628,759 $631,705 (2,946) (0.5) % Restaurants not yet in comparable base opened in fiscal 2025 (8 restaurants) (1) 9,726 — 9,726 nm Restaurants not yet in comparable base opened in fiscal 2024 (10 restaurants) (1) 40,532 16,565 23,967 144.7 % Restaurants not yet in comparable base opened in fiscal 2023 (3 restaurants) (1) 43,550 49,817 (6,267) (12.6) % Other (2) 9,499 12,467 (2,968) (23.8) % Revenues, net $ 732,066 $ 710,554 $ 21,512 3.0 % (1) Total restaurants indicated are as of December 28, 2025. Excludes a restaurant that is owned by C&O of which Portillo’s owns 50% of the equity. (2) Includes revenue from direct shipping sales and non-traditional locations.
SELECTED OPERATING DATA (a) Includes a restaurant that is owned by C&O of which Portillo's owns 50% of the equity. Total restaurants indicated are as of December 28, 2025. (b) Excludes C&O. (c) Due to the 14th week in the fourth quarter of 2023, same-restaurant sales for the fourth quarter 2024 compares the 13 weeks from September 30, 2024 through December 29, 2024 to the 13 weeks from October 2, 2023 through December 31, 2023. Due to the 53rd week in fiscal 2023, same-restaurant sales for fiscal 2024 compares the 52 weeks from January 1, 2024 through December 29, 2024 to the 52 weeks from January 2, 2023 through December 31, 2023. Quarter Ended Fiscal Years Ended December 28, 2025 December 29, 2024 December 28, 2025 December 29, 2024 Total Restaurants (a) 102 94 102 94 AUV (in millions) (a) N/A N/A $ 8.5 $ 8.7 Change in same-restaurant sales (b)(c) (3.3) % 0.4 % (0.5) % (0.6) % Adjusted EBITDA (in thousands) (b) $ 24,669 $ 25,205 $ 97,331 $ 104,760 Adjusted EBITDA Margin (b) 13.3 % 13.7 % 13.3 % 14.7 % Restaurant-Level Adjusted EBITDA (in thousands) (b) $ 40,574 $ 45,228 $ 158,402 $ 168,114 Restaurant-Level Adjusted EBITDA Margin (b) 21.8 % 24.5 % 21.6 % 23.7 %
ADJUSTED EBITDA DEFINITIONS How These Measures Are Useful We believe that Adjusted EBITDA and Adjusted EBITDA Margin are important measures of operating performance because they eliminate the impact of expenses that do not relate to our core operating performance. Adjusted EBITDA and Adjusted EBITDA Margin are supplemental measures of operating performance and our calculations thereof may not be comparable to similar measures reported by other companies. Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as analytical tools and should not be considered in isolation as substitutes for analysis of our results as reported under GAAP. Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA represents net income (loss) before depreciation and amortization, interest expense, interest income and income taxes, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing core operating performance as identified in the reconciliation of net income (loss), the most directly comparable GAAP measure, to Adjusted EBITDA. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenues, net. We use Adjusted EBITDA and Adjusted EBITDA Margin (i) to evaluate our operating results and the effectiveness of our business strategies, (ii) internally as benchmarks to compare our performance to that of our competitors and (iii) as factors in evaluating management’s performance when determining incentive compensation. We are unable to reconcile the long-term outlook for Adjusted EBITDA to net income (loss), the corresponding U.S. GAAP measure, due to variability and difficulty in making accurate forecasts and projections and because not all information necessary to prepare the reconciliation is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information because we cannot accurately predict all of the components of the adjusted calculations and the non-GAAP measure may be materially different than the GAAP measure.
ADJUSTED EBITDA RECONCILIATION (1) Represents the difference between cash rent payments and the recognition of straight-line rent expense recognized over the lease term. (2) Represents non-capitalized third party consulting and software licensing costs incurred in connection with the implementation of a new ERP and HCM systems which are included within general and administrative expenses. (3) Represents amortization of capitalized cloud-based ERP and HCM system implementation costs that are included within general and administrative expenses. (4) Represents loss on disposal of property and equipment and a technology asset impairment charge in fiscal 2024 included within other loss (income), net. (5) Represents certain expenses that management believes are not indicative of ongoing operations, consisting primarily of certain professional fees included within general and administrative expenses. (6) Fourth quarter 2025 represents $1.5 million of costs related to the Company's strategic reset of its development and growth plans, $0.4 million in connection with the departure of our Chief Development Officer (“CDO”), and $0.2 million in connection with the departure of our CEO. These costs are included within general and administrative expenses. (7) Represents remeasurement of the Tax Receivable Agreement liability. (8) Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenues, net. Quarter Ended December 28, 2025 December 29, 2024 Net income $ 6,277 $ 12,429 Net income margin 3.4 % 6.7 % Depreciation and amortization 7,623 6,568 Interest expense 5,669 6,033 Interest income (7) (105) Income tax (benefit) expense (795) 1,901 EBITDA 18,767 26,826 Deferred rent (1) 1,970 1,398 Equity-based compensation 2,205 1,928 Cloud-based software implementation costs (2) — 166 Amortization of cloud-based software implementation costs (3) 285 219 Other loss (4) 187 1,054 Transaction-related fees and expenses (5) — 39 Strategic realignment costs (6) 2,068 — Tax Receivable Agreement liability adjustment (7) (813) (6,425) Adjusted EBITDA $ 24,669 $ 25,205 Adjusted EBITDA Margin (8) 13.3 % 13.7 %
Fiscal Years Ended December 28, 2025 December 29, 2024 December 31, 2023 Net income $ 21,091 $ 35,076 $ 24,818 Net income margin 2.9 % 4.9 % 3.7 % Depreciation and amortization 29,112 27,297 24,313 Interest expense 22,808 25,616 27,470 Interest income (275) (309) (212) Loss on debt extinguishment — — 3,465 Income tax expense 2,997 6,799 3,248 EBITDA 75,733 94,479 83,102 Deferred rent (1) 6,840 5,255 5,096 Equity-based compensation 6,493 11,151 15,542 Cloud-based software implementation costs (2) 267 679 401 Amortization of cloud-based software implementation costs (3) 1,091 586 — Other loss (4) 2,635 1,184 590 Transaction-related fees & expenses (5) 742 575 900 Strategic realignment costs (6) 6,474 — — Tax Receivable Agreement liability adjustment (7) (2,945) (9,149) (3,349) Adjusted EBITDA $ 97,330 $ 104,760 $ 102,282 Adjusted EBITDA Margin (8) 13.3 % 14.7 % 15.0 % ADJUSTED EBITDA RECONCILIATION (1) Represents the difference between cash rent payments and the recognition of straight-line rent expense recognized over the lease term. (2) Represents non-capitalized third party consulting and software licensing costs incurred in connection with the implementation of a new ERP and HCM systems which are included within general and administrative expenses. (3) Represents amortization of capitalized cloud-based ERP and HCM system implementation costs that are included within general and administrative expenses. (4) Represents loss on disposal of property and equipment, a legacy Barnelli's trade name impairment charge in fiscal 2025, and a technology asset impairment charge in fiscal 2024 included within other loss (income), net. (5) Represents certain expenses that management believes are not indicative of ongoing operations, consisting primarily of certain professional fees included within general and administrative expenses. (6) Fiscal 2025 represents $4.4 million of costs related to the Company's strategic reset of its development and growth plans, $1.7 million in connection with the departure of our CEO, and $0.4 million in connection with the departure of our CDO. These costs are included within general and administrative expenses. (7) Represents remeasurement of the Tax Receivable Agreement liability. (8) Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenues, net. Note: We use a 52- or 53-week fiscal year ending on the Sunday on or prior to December 31. Fiscal 2025 and fiscal 2024 consisted of 52 weeks. Fiscal 2023 consisted of 53 weeks. The 53rd week in fiscal 2023 included Christmas Day, resulting in six additional operating days.
RESTAURANT-LEVEL ADJUSTED EBITDA DEFINITIONS Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin Restaurant-Level Adjusted EBITDA is defined as revenue, less restaurant operating expenses, which include food, beverage and packaging costs, labor expenses, occupancy expenses and other operating expenses. Restaurant-Level Adjusted EBITDA excludes corporate level expenses, pre-opening expenses and depreciation and amortization on restaurant property and equipment. Restaurant-Level Adjusted EBITDA Margin represents Restaurant-Level Adjusted EBITDA as a percentage of revenues, net. How These Measures Are Useful We believe that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are important measures to evaluate the performance and profitability of our restaurants, individually and in the aggregate. Restaurant- Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin have limitations as analytical tools and should not be considered as a substitute for analysis of our results as reported under GAAP. Limitations of the Usefulness of This Measure Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are not required by, nor presented in accordance with GAAP. Rather, Restaurant- Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are supplemental measures of operating performance of our restaurants. You should be aware that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are not indicative of overall results for the Company, and Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin do not accrue directly to the benefit of stockholders because of corporate-level expenses excluded from such measures. In addition, our calculations thereof may not be comparable to similar measures reported by other companies.
RESTAURANT-LEVEL ADJUSTED EBITDA RECONCILIATION Quarter Ended December 28, 2025 December 29, 2024 Operating income $ 10,331 $ 13,833 Operating income margin 5.6 % 7.5 % General and administrative expenses 19,414 20,303 Pre-opening expenses 3,337 3,966 Depreciation and amortization 7,623 6,568 Net income attributable to equity method investment (277) (306) Other loss 146 864 Restaurant-Level Adjusted EBITDA $ 40,574 $ 45,228 Restaurant-Level Adjusted EBITDA Margin 21.8 % 24.5 %
RESTAURANT-LEVEL ADJUSTED EBITDA RECONCILIATION Fiscal Years Ended December 28, 2025 December 29, 2024 December 31, 2023 Operating income $ 43,676 $ 58,033 $ 55,440 Operating income margin 6.0 % 8.2 % 8.2 % General and administrative expenses 77,140 75,089 78,835 Pre-opening expenses 8,802 9,236 9,019 Depreciation and amortization 29,112 27,297 24,313 Net income attributable to equity method investment (1,275) (1,229) (1,401) Other loss (income), net 947 (312) (1,035) Restaurant-Level Adjusted EBITDA $ 158,402 $ 168,114 $ 165,171 Restaurant-Level Adjusted EBITDA Margin 21.6 % 23.7 % 24.3 % Note: We use a 52- or 53-week fiscal year ending on the Sunday on or prior to December 31. Fiscal 2025 and fiscal 2024 consisted of 52 weeks. Fiscal 2023 consisted of 53 weeks. The 53rd week in fiscal 2023 included Christmas Day, resulting in six additional operating days.
CONTACT INFORMATION Investor Contact: Chris Brandon, Vice President of Investor Relations 312.931.5578 cbrandon@portillos.com Media Contact: Sara Wirth, Director of Communications & PR press@portillos.com
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