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Portillo’s Inc. (NASDAQ: PTLO) Q2 profit slips as costs rise, guidance set

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Portillo’s Inc. reported second quarter 2026 revenue of $199.0 million, up 5.6% from $188.5 million a year earlier, driven mainly by new restaurant openings. Same-restaurant sales declined 1.2% as transactions fell 3.4%, partly offset by a 2.2% increase in average check. Net income decreased to $7.2 million from $10.0 million, and operating income fell to $13.8 million as higher commodity costs, labor, occupancy and other operating expenses outpaced revenue growth. Adjusted EBITDA was broadly stable at $29.8 million versus $30.1 million, while Restaurant-Level Adjusted EBITDA slipped to $43.2 million from $44.5 million.

The company ended the quarter with 109 restaurants, including its first airport location at Dallas–Fort Worth International and several new Texas units, and plans one additional in-line Chicago restaurant in the fourth quarter. For fiscal 2026, management targets 8 new units, Restaurant-level Adjusted EBITDA margin of 19.5%–20.5%, Adjusted EBITDA of $92–$96 million, and capital expenditures of $55–$60 million. On July 31, 2026 Portillo’s implemented a reduction in force that cut its corporate headquarters active workforce by approximately 18%, with no restaurant-level team members impacted.

Positive

  • None.

Negative

  • Quarterly net income declined 28.8% to $7.2 million, as operating income fell to $13.8 million and higher restaurant-level and corporate costs more than offset revenue growth.
  • Same-restaurant sales decreased 1.2%, driven by a 3.4% drop in transactions, and Restaurant-Level Adjusted EBITDA margin compressed to 21.7% from 23.6%.
  • Portillo’s reduced its corporate headquarters active workforce by approximately 18%, reflecting cost-cutting actions that affect support and field management roles.

Filing Explained

At June 28, Portillo’s reported $21,253 thousand cash against $6,250 thousand current and $235,192 thousand long-term debt.

Portillo’s August 5 Form 8-K furnishes completed second-quarter results for the period ended June 28, 2026; its added holder-relevant structural information is an updated period-end snapshot of liquidity, debt, and shares outstanding.

The reported 1.2% same-restaurant sales decline covers 85 restaurants open at least 24 full fiscal periods, rather than the full 109-restaurant system, so it describes the established comparable base.

At June 28, the balance sheet reported cash and cash equivalents and restricted cash of $21,253 thousand, a current portion of long-term debt of $6,250 thousand, and long-term debt of $235,192 thousand. It also reported 72,504,761 Class A shares and 3,424,546 Class B shares issued and outstanding.

Restaurant-Level Adjusted EBITDA is a supplemental measure that excludes corporate-level expenses and restaurant depreciation and amortization; the filing says it does not accrue directly to stockholders.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
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.
Q2 2026 Revenue $199.0 million Revenues for the quarter ended June 28, 2026 compared to $188.5 million a year earlier, up 5.6%.
Q2 2026 Net Income $7.2 million Net income for the quarter ended June 28, 2026 versus $10.0 million in the prior-year quarter, a 28.8% decrease.
Same-Restaurant Sales Change -1.2% Quarter ended June 28, 2026; driven by a 3.4% decrease in transactions and a 2.2% increase in average check.
Q2 2026 Adjusted EBITDA $29.8 million Adjusted EBITDA for the quarter ended June 28, 2026 compared to $30.1 million in Q2 2025.
Restaurant-Level Adjusted EBITDA Margin 21.7% Restaurant-Level Adjusted EBITDA margin for Q2 2026 versus 23.6% in Q2 2025.
Total Restaurants 109 Total restaurants as of the filing of the release for the quarter ended June 28, 2026, including a C&O unit.
2026 Adjusted EBITDA Guidance $92–$96 million Fiscal 2026 target range provided in the company’s financial outlook.
Corporate Workforce Reduction 18% Approximate reduction in corporate headquarters active workforce implemented on July 31, 2026.
Same-restaurant sales financial
"Same-restaurant sales decreased 1.2%, or $2.2 million in the quarter."
Same-restaurant sales measure how revenue from locations open for a full prior period compares to revenue from those same locations in the current period, isolating performance at existing stores rather than growth from new ones. Investors care because it reveals whether a business is selling more to the same customers or improving pricing and efficiency—like checking whether a bakery is selling more loaves at the same shops rather than just opening more bakeries—and helps judge organic growth and management execution.
Adjusted EBITDA financial
"Adjusted EBITDA* for the quarter ended June 28, 2026 was $29.8 million compared"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Restaurant-Level Adjusted EBITDA financial
"Restaurant-Level Adjusted EBITDA* for the quarter ended June 28, 2026 was $43.2 million"
Restaurant-level adjusted EBITDA measures the cash profit generated by the restaurants themselves, before corporate overhead, interest, taxes, depreciation and other one-time or non-cash items. Think of it as the profit from each store’s everyday operations — like a household budget that counts only the money coming in and out of the kitchen, not the family’s mortgage or investment income — and it helps investors compare underlying operating strength and margins across restaurant chains.
Tax Receivable Agreement liability financial
"a decrease in the Tax Receivable Agreement liability adjustment of $1.1 million"
A tax receivable agreement liability is the recorded future obligation a company expects to pay under an agreement that shares tax savings generated after a corporate transaction. Think of it like promising to split a refund with a former owner: the company recognizes a future bill on its books that reduces cash available to shareholders and can affect valuation and debt capacity. Investors watch it because it represents a real, sometimes sizable, cash outflow tied to tax benefits realized over time.
reduction in force regulatory
"implemented a reduction in force affecting employees at its corporate headquarters"
A reduction in force is an organized cutback in a company's workforce—commonly known as layoffs—intended to lower costs or reshape operations. Like trimming a household budget or pruning a garden, it can improve long-term financial health but often brings one-time costs, reduced capacity, and morale or execution risks that can affect revenue, expenses, and the company’s stock performance. Investors watch these moves for signals about future profitability and operational stability.
Comparable Restaurant Base financial
"sales for 85 restaurants that were open for at least 24 full fiscal periods were included in the Comparable Restaurant Base"
A comparable restaurant base is the set of outlets that have been open long enough and consistently operating so their sales can be directly compared across different time periods, excluding recently opened, temporarily closed, or permanently shuttered locations. Investors watch this metric because it isolates true same-location sales trends—like checking the temperature at the same weather station over time—so they can tell whether demand is rising at existing restaurants or growth is coming mainly from adding new sites.
Revenue $199.0 million +5.6% year-over-year
Net income $7.2 million -28.8% year-over-year
Same-restaurant sales -1.2% transactions -3.4%, average check +2.2%
Adjusted EBITDA $29.8 million down $0.2 million from prior year
Guidance

For fiscal 2026, Portillo’s targets 8 new units, Restaurant-level Adjusted EBITDA margin of 19.5%–20.5%, Adjusted EBITDA of $92–$96 million, general and administrative expenses of $78–$82 million, and capital expenditures of $55–$60 million.

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FAQ

How did Portillo’s (PTLO) revenue perform in Q2 2026?

Portillo’s generated $199.0 million in revenue in Q2 2026, up 5.6% from $188.5 million in Q2 2025. Growth was primarily driven by new restaurant openings, partially offset by lower same-restaurant sales.

What was Portillo’s (PTLO) net income and margin in Q2 2026?

Net income was $7.2 million in Q2 2026, down from $10.0 million a year earlier, with net income margin declining to 3.6% from 5.3%. The drop reflects higher operating costs and a legal contingency charge.

How did Portillo’s (PTLO) same-restaurant sales and traffic trend in Q2 2026?

Same-restaurant sales decreased 1.2% in Q2 2026. Transactions declined 3.4%, while average check increased 2.2%, driven by about 2.6% menu price increases partially offset by a 0.4% unfavorable product mix shift.

What is Portillo’s (PTLO) Adjusted EBITDA and margin for Q2 2026?

Adjusted EBITDA was $29.8 million in Q2 2026, slightly below $30.1 million in Q2 2025, with Adjusted EBITDA margin at 15.0% versus 16.0%. Restaurant-Level Adjusted EBITDA was $43.2 million, with a 21.7% margin.

What fiscal 2026 guidance did Portillo’s (PTLO) provide?

For fiscal 2026, Portillo’s targets 8 new units, Restaurant-level Adjusted EBITDA margin of 19.5%–20.5%, Adjusted EBITDA of $92–$96 million, general and administrative expenses of $78–$82 million, and capital expenditures of $55–$60 million.

What workforce changes did Portillo’s (PTLO) announce after Q2 2026?

On July 31, 2026, Portillo’s implemented a reduction in force affecting corporate headquarters and some field management roles, cutting its corporate headquarters active workforce by approximately 18%. No restaurant-level team members were impacted by this action.

How many restaurants does Portillo’s (PTLO) operate and where is it expanding?

Portillo’s operated 109 restaurants as of late Q2 2026, including its first airport location at Dallas–Fort Worth International Airport. It opened several new Texas locations and plans another in-line restaurant in downtown Chicago in the fourth quarter.
FALSE000187150900018715092026-08-052026-08-05

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): August 5, 2026

logo.jpg

PORTILLO'S INC.
(Exact name of registrant as specified in its charter)
Delaware 001-4095187-1104304
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
2001 Spring Road, Suite 400, Oak Brook, Illinois 60523
(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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 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 classTrading SymbolName of each exchange on which registered
Class A Common Stock, $0.01 par value per sharePTLONasdaq Global Select Market

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 August 5, 2026, Portillo’s Inc. (NASDAQ: PTLO) issued a press release reporting results for the second quarter ended June 28, 2026. A copy of the earnings press release is attached hereto as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

The information furnished in this Current Report on Form 8-K, including Exhibit 99.1, 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 NumberDescription
99.1
Portillo’s Inc. press release dated August 5, 2026 announcing financial results for the second quarter ended June 28, 2026
104Cover 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: August 5, 2026
By:/s/ Pamela Smith
Pamela Smith
Interim Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)




portillos_logo.gif

Portillo’s Inc. Announces Second Quarter 2026 Financial Results

Oak Brook, IL— August 5, 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 second quarter ended June 28, 2026.

Second Quarter 2026 Highlights (vs. Second Quarter 2025):

Total revenue of $199.0 million, an increase of 5.6% or $10.5 million
Same-restaurant sales decrease of 1.2%
Net income of $7.2 million, a decrease of $2.9 million; Adjusted EBITDA(1) of $29.8 million, a decrease of $0.2 million
First-ever airport location opened at Dallas-Fort Worth International (DFW) utilizing smaller kitchen size and equipment enhancements
Expanding home market with first inline restaurant in downtown Chicago later this year, and first location in Wrigleyville in 2027

(1) Adjusted EBITDA is a non-GAAP measure. Please see definition and the reconciliation of this non-GAAP measure accompanying this release.

“Q2 was highlighted by resilient underlying sales performance despite difficult promotional comparisons, as well as taking decisive actions to simplify the business to better support our priority of running great restaurants,” said Brett Patterson, Portillo's Chief Executive Officer. “In parallel, we finalized our recent brand and consumer research which is helping to shape our long-term strategy focused on sustainable, profitable growth. We look forward to sharing that roadmap soon.”

Second Quarter 2026 Financial and Operating Results

Revenues for the quarter ended June 28, 2026 were $199.0 million compared to $188.5 million for the quarter ended June 29, 2025, an increase of $10.5 million or 5.6%. The increase in revenues was primarily attributed to the opening of eight restaurants in fiscal 2025 and seven restaurants during the two quarters ended June 28, 2026, partially offset by a decrease in our same-restaurant sales. Restaurants not in our Comparable Restaurant Base (as defined below) contributed $13.3 million of the total year-over-year increase. Same-restaurant sales decreased 1.2%, or $2.2 million in the quarter. The same-restaurant sales decline was attributable to a decrease in transactions of 3.4%, partially offset by an increase in average check of 2.2%. The higher average check was driven by an approximate 2.6% increase in certain menu prices, partially offset by a 0.4% decrease in product mix. To address inflationary cost pressures, we increased select menu prices by approximately 2.0% in April 2026. For the purpose of calculating same-restaurant sales for the quarter ended June 28, 2026, sales for 85 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 June 28, 2026 were $155.7 million compared to $144.0 million for the quarter ended June 29, 2025, an increase of $11.7 million or 8.1%. The increase was primarily driven by the opening of eight restaurants in fiscal 2025 and seven restaurants during the two quarters ended June 28, 2026, higher commodity costs and investments in our team members. Commodity prices increased 7.0% year over year, resulting in higher food, beverage and packaging costs. Other operating expenses also increased, partially offset by lower utilities and insurance costs.
General and administrative expenses for the quarter ended June 28, 2026 were $19.6 million compared to $18.8 million for the quarter ended June 29, 2025, an increase of $0.8 million or 4.1%. This increase was primarily driven by higher professional fees, including $0.9 million of dead site costs, and increased software licensing fees. These increases were partially offset by lower legal expenses.

Operating income for the quarter ended June 28, 2026 was $13.8 million compared to $17.5 million for the quarter ended June 29, 2025, a decrease of $3.8 million or 21.4% as higher revenue was more than offset by the aforementioned expense factors and an increase in other loss of $1.4 million due to a legal contingency.

Net income for the quarter ended June 28, 2026 was $7.2 million compared to a net income of $10.0 million for the quarter ended June 29, 2025, a decrease of $2.9 million or 28.8%. The decrease in net income was primarily due to a decrease in operating income of $3.8 million
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due to the aforementioned factors and a decrease in the Tax Receivable Agreement liability adjustment of $1.1 million, partially offset by a decrease in income tax expense of $1.9 million.

Restaurant-Level Adjusted EBITDA* for the quarter ended June 28, 2026 was $43.2 million compared to $44.5 million for the quarter ended June 29, 2025, a decrease of $1.2 million or 2.8%.

Adjusted EBITDA* for the quarter ended June 28, 2026 was $29.8 million compared to $30.1 million for the quarter ended June 29, 2025, a decrease of $0.2 million or 0.8%.

*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 the quarter ended June 28, 2026, we opened three restaurants for a total of 109 restaurants, as of the filing of this press release, including a restaurant owned by C&O, of which Portillo’s owns 50% of the equity. We plan to open one additional restaurant in the fourth quarter of 2026, which will be our second in-line location and will be located in Chicago, Illinois.

Below are the restaurants opened thus far in fiscal 2026:
LocationOpening MonthFiscal Quarter Opened
Fort Worth, TexasJanuary 2026Q1 2026
Humble, TexasFebruary 2026Q1 2026
Dallas, Texas March 2026Q1 2026
El Paso, TexasMarch 2026Q1 2026
Frisco, TexasApril 2026Q2 2026
Schertz, TexasMay 2026Q2 2026
Dallas-Fort Worth International AirportMay 2026Q2 2026

Fiscal 2026 Financial Targets

Based on current expectations, fiscal 2026 outlook is as follows:
Current Targets
New Units8 new units
Commodity inflation
Mid single digit
Labor inflation3% to 3.5%
Restaurant-level adjusted EBITDA margin*
19.5% to 20.5%
General and administrative expenses$78-$82 million
Adjusted EBITDA*$92-$96 million
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.

2



Reduction in Corporate Headquarters/Field Workforce

On July 31, 2026, subsequent to the end of the second quarter, Portillo's implemented a reduction in force affecting employees at its corporate headquarters and a limited number of field management roles. No restaurant-level team members were impacted. The action reduced the Company's corporate headquarters active workforce by approximately 18%. Revisions to the Company's Fiscal 2026 Financial Targets reflecting these actions appear in the guidance section.

Brett Patterson, CEO:
"While never an easy decision, it is imperative that we examine areas of the business where we can operate more efficiently and ensure our resources and future investments are directed at the right priorities. These actions, along with other efficiencies, will support our long-term growth strategy."

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. As of the quarters ended June 28, 2026 and June 29, 2025, there were 85 and 75 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 Portillo’s 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 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, 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 second quarter on Wednesday, August 5, 2026, at 4:30 PM 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 #13748481. The webcast replay will be available at investors.portillos.com shortly after the call has concluded.

3



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 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.
4



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 new members of management, including the Chief Executive Officer and Chief Financial Officer and the related transition;
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, 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;
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 and cost structure;
the impact of consumer sentiment and other economic factors on our sales;
fluctuation 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
5

PORTILLO’S INC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except common share and per common share data)




Quarter EndedTwo Quarters Ended
June 28, 2026June 29, 2025June 28, 2026June 29, 2025
REVENUES, NET$198,954 100.0 %$188,456 100.0 %$381,577 100.0 %$364,893 100.0 %
COST AND EXPENSES:
Restaurant operating expenses:
Food, beverage and packaging costs69,580 35.0 %63,750 33.8 %132,865 34.8 %124,852 34.2 %
Labor51,094 25.7 %48,340 25.7 %100,289 26.3 %95,208 26.1 %
Occupancy11,692 5.9 %9,966 5.3 %22,876 6.0 %19,987 5.5 %
Other operating expenses23,341 11.7 %21,919 11.6 %47,456 12.4 %43,709 12.0 %
Total restaurant operating expenses155,707 78.3 %143,975 76.4 %303,486 79.5 %283,756 77.8 %
General and administrative expenses19,563 9.8 %18,798 10.0 %39,922 10.5 %37,701 10.3 %
Pre-opening expenses938 0.5 %1,697 0.9 %3,488 0.9 %2,205 0.6 %
Depreciation and amortization8,254 4.1 %7,137 3.8 %16,190 4.2 %14,177 3.9 %
Net income attributable to equity method investment(404)(0.2)%(382)(0.2)%(610)(0.2)%(546)(0.1)%
Other loss (income), net1,120 0.6 %(300)(0.2)%833 0.2 %(312)(0.1)%
OPERATING INCOME
13,776 6.9 %17,531 9.3 %18,268 4.8 %27,912 7.6 %
Interest expense5,672 2.9 %5,726 3.0 %11,299 3.0 %11,475 3.1 %
Interest income(60)— %(79)— %(110)— %(150)— %
Tax Receivable Agreement liability adjustment
(760)(0.4)%(1,838)(1.0)%(1,172)(0.3)%(2,485)(0.7)%
INCOME BEFORE INCOME TAXES8,924 4.5 %13,722 7.3 %8,251 2.2 %19,072 5.2 %
Income tax expense1,769 0.9 %3,679 2.0 %1,605 0.4 %5,039 1.4 %
NET INCOME7,155 3.6 %10,043 5.3 %6,646 1.7 %14,033 3.8 %
Net income attributable to non-controlling interests211 0.1 %1,339 0.7 %104 — %2,016 0.6 %
NET INCOME ATTRIBUTABLE TO PORTILLO'S INC.$6,944 3.5 %$8,704 4.6 %$6,542 1.7 %$12,017 3.3 %
Net income per common share attributable to Portillo’s Inc.:
Basic$0.10 $0.13 $0.09 $0.18 
Diluted$0.09 $0.12 $0.09 $0.18 
Weighted-average common shares outstanding:
Basic72,380,068 67,595,224 72,228,233 65,716,582 
Diluted73,171,001 69,867,802 73,154,368 68,174,864 

6

PORTILLO’S INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except common share and per common share data)
June 28, 2026December 28, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents and restricted cash$21,253 $19,963 
Accounts and tenant improvement receivables
11,274 16,502 
Inventories
11,133 8,207 
Prepaid expenses and other
6,108 6,844 
Total current assets49,768 51,516 
Property and equipment, net430,247 420,263 
Operating lease assets274,010 261,086 
Goodwill394,298 394,298 
Trade names221,725 221,725 
Other intangible assets, net22,037 23,391 
Equity method investment15,646 15,696 
Deferred tax assets209,704 211,267 
Other assets7,081 7,292 
Total other assets870,491 873,669 
TOTAL ASSETS$1,624,516 $1,606,534 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable$38,326 $43,210 
Current portion of long-term debt6,250 6,250 
Current portion of Tax Receivable Agreement liability1,336 7,910 
Short-term debt97,000 90,000 
Deferred revenue
5,196 7,472 
Short-term operating lease liabilities
8,027 6,878 
Accrued expenses32,681 32,236 
Total current liabilities188,816 193,956 
LONG-TERM LIABILITIES:
Long-term debt, net of current portion235,192 237,977 
Tax Receivable Agreement liability342,060 344,524 
Long-term operating lease liabilities344,919 329,190 
Other long-term liabilities3,577 3,614 
Total long-term liabilities925,748 915,305 
Total liabilities1,114,564 1,109,261 
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized, none issued or outstanding
— — 
Class A common stock, $0.01 par value per share, 380,000,000 shares authorized, and 72,504,761 and 71,971,736 shares issued and outstanding at June 28, 2026 and December 28, 2025 , respectively.
725 720 
Class B common stock, $0.00001 par value per share, 50,000,000 shares authorized, and 3,424,546 and 3,442,335 shares issued and outstanding at June 28, 2026 and December 28, 2025, respectively.
— — 
Additional paid-in-capital410,394 404,603 
Retained earnings
69,016 62,474 
Total stockholders' equity attributable to Portillo's Inc.480,135 467,797 
Non-controlling interest29,817 29,476 
Total stockholders' equity509,952 497,273 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$1,624,516 $1,606,534 
7

PORTILLO’S INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)


Two Quarters Ended
June 28, 2026June 29, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$6,646 $14,033 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization16,190 14,177 
Amortization of debt issuance costs and discount341 349 
Loss on sales of assets209 142 
Equity-based compensation5,834 4,608 
Deferred income tax expense1,605 5,039 
Tax Receivable Agreement liability adjustment(1,172)(2,485)
Gift card breakage(551)(502)
Changes in operating assets and liabilities:
Accounts receivables1,157 180 
Receivables from related parties(103)(16)
Inventories
(2,926)(2,183)
Other current assets738 1,161 
Operating lease asset4,751 4,557 
Accounts payable150 (7,439)
Accrued expenses and other liabilities(1,292)(3,984)
Operating lease liabilities
(1,750)(1,607)
Deferred lease incentives5,045 1,586 
Other assets and liabilities256 1,077 
NET CASH PROVIDED BY OPERATING ACTIVITIES35,128 28,693 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment(30,153)(33,081)
Other
172 
NET CASH USED IN INVESTING ACTIVITIES(29,981)(33,076)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term debt, net
7,000 45,000 
Payments of long-term debt(3,125)(38,750)
Distributions paid to non-controlling interest holders(376)(1,291)
Proceeds from stock option exercises361 2,727 
Employee withholding taxes related to net settled equity awards(689)(887)
Proceeds from Employee Stock Purchase Plan purchases203 278 
Payments of Tax Receivable Agreement liability(7,913)(7,686)
Payment of deferred financing costs— (1,263)
  Contributions from non-controlling interests
682 — 
NET CASH USED IN FINANCING ACTIVITIES(3,857)(1,872)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH1,290 (6,255)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD19,963 22,876 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD$21,253 $16,621 

8

PORTILLO’S INC
SELECTED OPERATING DATA AND NON-GAAP FINANCIAL MEASURES


Quarter EndedTwo Quarters Ended
June 28, 2026June 29, 2025June 28, 2026June 29, 2025
Total Restaurants (a)1099410994
AUV (in millions) (a)N/AN/A$8.2 $8.7 
Change in same-restaurant sales (b)(1.2)%0.7 %(0.7)%1.2%
Adjusted EBITDA (in thousands) (b)$29,819 $30,064 $48,272 $51,274 
Adjusted EBITDA Margin (b)15.0 %16.0 %12.7%14.1%
Restaurant-Level Adjusted EBITDA (in thousands) (b)$43,247 $44,481 $78,091 $81,137 
Restaurant-Level Adjusted EBITDA Margin (b)21.7 %23.6 %20.5%22.2%
(a) Includes a restaurant that is owned by C&O of which Portillo’s owns 50% of the equity. AUVs for the quarters ended June 28, 2026 and June 29, 2025 represent AUVs for the twelve months ended June 28, 2026 and June 29, 2025, respectively. Total restaurants indicated are as of June 28, 2026.
(b) Excludes C&O.
9



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 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, 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, 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.


10


See below for a reconciliation of net income, the most directly comparable GAAP measure, to Adjusted EBITDA and Adjusted EBITDA Margin (in thousands):
Quarter EndedTwo Quarters Ended
June 28, 2026June 29, 2025June 28, 2026June 29, 2025
Net income$7,155 $10,043 $6,646 $14,033 
Net income margin3.6 %5.3 %1.7 %3.8 %
Depreciation and amortization8,254 7,137 16,190 14,177 
Interest expense5,672 5,726 11,299 11,475 
Interest income(60)(79)(110)(150)
Income tax expense1,769 3,679 1,605 5,039 
EBITDA22,790 26,506 35,630 44,574 
Deferred rent (1)1,498 1,541 3,232 2,917 
Equity-based compensation2,604 2,658 5,834 4,608 
Cloud-based software implementation costs (2)— 84 — 267 
Amortization of cloud-based software implementation costs (3)278 295 558 514 
Other loss (4)136 82 208 143 
Transaction-related fees and expenses (5)— 736 — 736 
Legal contingency (6)1,700 — 1,700 — 
Strategic realignment costs (7)907 — 1,616 — 
Consulting fees (8)666 — 666 — 
Tax Receivable Agreement liability adjustment (9)(760)(1,838)(1,172)(2,485)
Adjusted EBITDA$29,819 $30,064 $48,272 $51,274 
Adjusted EBITDA Margin (10)15.0 %16.0 %12.7 %14.1 %
(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 HCM system 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 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) Represents a legal contingency recorded in connection with the Maverick arbitration, included within other loss (income), net.
(7) Represents costs related to the Company's strategic reset of its development and growth plans and CEO transition and replacement costs. These costs are included within general and administrative expenses.
(8) Represents fees incurred for discrete, project-based strategic initiatives that are not part of the Company's ongoing operations and are included within general and administrative expense. These costs consist primarily of third-party consulting fees related to a brand study and a spend optimization study. Given the magnitude and scope of these initiatives and that they are not expected to recur in the foreseeable future, the Company considers the associated consulting fees not reflective of the ongoing costs to operate its business.
(9) Represents remeasurement of the Tax Receivable Agreement liability.
(10) Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenues, net.

11


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 EndedTwo Quarters Ended
June 28, 2026June 29, 2025June 28, 2026June 29, 2025
Operating income
$13,776 $17,531 $18,268 $27,912 
Operating income margin6.9 %9.3 %4.8 %7.6 %
Plus:
General and administrative expenses19,563 18,798 39,922 37,701 
Pre-opening expenses938 1,697 3,488 2,205 
Depreciation and amortization8,254 7,137 16,190 14,177 
Net income attributable to equity method investment(404)(382)(610)(546)
Other loss (income), net1,120 (300)833 (312)
Restaurant-Level Adjusted EBITDA$43,247 $44,481 $78,091 $81,137 
Restaurant-Level Adjusted EBITDA Margin (1)21.7 %23.6 %20.5 %22.2 %
(1) Restaurant-Level Adjusted EBITDA Margin is defined as Restaurant-Level Adjusted EBITDA divided by Revenues, net.
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Filing Exhibits & Attachments

4 documents