Portillo’s (NASDAQ: PTLO) extends interim CFO Pamela Smith, names her Treasurer
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Portillo’s Inc. has amended its agreement with Pamela Smith, who serves as Interim Chief Financial Officer and principal accounting officer. The amendment extends her interim CFO role through the earlier of December 31, 2026 or the appointment of a permanent CFO.
Effective June 29, 2026, the company also designated Ms. Smith as Treasurer, adding customary treasury duties under its delegation of authority policy. All other material terms of her existing independent contractor agreement, including compensation and responsibilities, remain unchanged.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Interim CFO term end: Earlier of December 31, 2026 or permanent CFO appointment
Amendment date: June 29, 2026
Exhibit 10.1: Amendment to Independent Contractor Agreement
3 metrics
Interim CFO term end
Earlier of December 31, 2026 or permanent CFO appointment
Amendment to Interim Chief Financial Officer agreement
Amendment date
June 29, 2026
Effective date of Amendment No. 1 to independent contractor agreement
Exhibit 10.1
Amendment to Independent Contractor Agreement
Filed as exhibit to next periodic SEC report
Key Terms
Interim Chief Financial Officer, principal accounting officer, Treasurer, Regulation FD, +1 more
5 terms
Interim Chief Financial Officer financial
"pursuant to which Ms. Smith serves as Interim Chief Financial Officer and principal accounting officer."
An interim chief financial officer is a temporary leader responsible for managing a company's financial activities, such as budgeting, financial planning, and reporting, during a transitional period. Think of it as filling in for a key manager until a permanent replacement is found. For investors, this role is important because it ensures financial stability and clear guidance during times of change or uncertainty.
principal accounting officer financial
"pursuant to which Ms. Smith serves as Interim Chief Financial Officer and principal accounting officer."
The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.
Treasurer financial
"the Company designated Ms. Smith to serve as Treasurer of the Company during the term of her engagement"
Regulation FD regulatory
"Item 7.01. Regulation FD Disclosure."
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
Item 404(a) of Regulation S-K regulatory
"There are no transactions between Ms. Smith and the Company that would require disclosure under Item 404(a) of Regulation S-K"
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): June 29, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Interim Chief Financial Officer’s Agreement
On June 29, 2026, Portillo’s Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the independent contractor agreement between Pamela Smith and the Company, dated May 20, 2026 (the “Agreement”), pursuant to which Ms. Smith serves as Interim Chief Financial Officer and principal accounting officer.
The Amendment extends the term of Ms. Smith’s service as Interim Chief Financial Officer through the earlier to occur of (i) December 31, 2026 or (ii) the appointment of a permanent Chief Financial Officer of the Company. In addition, effective as of June 29, 2026, the Company designated Ms. Smith to serve as Treasurer of the Company during the term of her engagement as Interim Chief Financial Officer, with such duties and authority as are customary for such role and subject to the Company’s delegation of authority policy.
Other than the foregoing, the material terms of the Agreement, including Ms. Smith’s compensation and responsibilities, remain unchanged. There are no transactions between Ms. Smith and the Company that would require disclosure under Item 404(a) of Regulation S-K, other than as previously disclosed.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which the Company intends to file as an exhibit to its next periodic report with the Securities and Exchange Commission.
Item 7.01. Regulation FD Disclosure.
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
10.1 | Amendment to Independent Contractor Agreement, dated as of June 29, 2026. | |||||||
| 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: June 30, 2026 | By: | /s/ Kelly M. Kaiser | |||||||||
| Kelly M. Kaiser | |||||||||||
| General Counsel and Secretary | |||||||||||
FAQ
What change did Portillo’s Inc. (PTLO) make regarding its Interim CFO?
Portillo’s Inc. extended Pamela Smith’s service as Interim Chief Financial Officer. Her term now runs until the earlier of December 31, 2026 or the appointment of a permanent CFO, maintaining continuity in the company’s finance leadership during the ongoing search.
What new role did Pamela Smith assume at Portillo’s Inc. (PTLO)?
Pamela Smith was designated Treasurer of Portillo’s Inc. effective June 29, 2026. In this role, she will have duties and authority customary for a treasurer, subject to the company’s delegation of authority policy, in addition to her Interim CFO responsibilities.
Did Portillo’s Inc. (PTLO) change Pamela Smith’s compensation in this amendment?
The amendment does not change Pamela Smith’s compensation. The company states that all material terms of her independent contractor agreement, including compensation and responsibilities, remain unchanged, focusing the update mainly on extending her term and adding the Treasurer title.
How long will Pamela Smith serve as Interim CFO of Portillo’s Inc. (PTLO)?
Pamela Smith will serve as Interim CFO through the earlier of December 31, 2026 or the appointment of a permanent Chief Financial Officer. This structure gives Portillo’s flexibility while ensuring stable financial leadership until a permanent CFO is selected.
What exhibits did Portillo’s Inc. (PTLO) include with this 8-K filing?
Portillo’s listed an amendment to Pamela Smith’s independent contractor agreement as Exhibit 10.1 and a cover page interactive data file as Exhibit 104. The full text of the amendment is expected to be filed with the company’s next periodic SEC report.