Portillo's Jill Waite to depart as chief people officer
The expected separation terms condition specified compensation and the RSU vesting treatment on Waite’s timely execution and non-revocation of a release.
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Form Type
8-K
Rhea-AI Filing Summary
Portillo’s Inc. (PTLO) and Chief People Officer Jill Waite agreed that she will depart effective November 1, 2026; the company will treat the departure as a qualifying termination under its Senior Executive Severance Plan. Portillo’s expects to enter a Separation Agreement later, with specified compensation and RSU vesting subject to Waite’s timely execution and non-revocation of a release.
The expected terms include cash equal to her annual base salary paid in installments, any earned 2026 bonus prorated and paid as a lump sum, and reimbursement of certain COBRA costs if she timely elects coverage. Outplacement services would be available for up to 12 months, capped at $25,000. Her stock options granted August 7, 2019 remain exercisable until the grant’s 10th anniversary. Subject to the release, 19,795 and 6,282 RSUs scheduled to vest in 2027 would vest November 2, 2026; other equity awards outstanding at termination are to be forfeited the following day.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
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.
Key Figures
Departure effective date: November 1, 2026
Outplacement services period: Up to 12 months
Maximum outplacement value: $25,000
+5 more
8 metrics
Departure effective date
November 1, 2026
Jill Waite’s agreed departure date
Outplacement services period
Up to 12 months
Measured from the Termination Date
Maximum outplacement value
$25,000
Maximum value of outplacement services
Stock option grant date
August 7, 2019
Outstanding options remain exercisable until the 10th anniversary of the grant date
Option exercise period
10th anniversary
Options granted August 7, 2019 remain exercisable until that anniversary
Restricted Stock Units
19,795 shares
Scheduled to vest April 15, 2027; expected to vest effective November 2, 2026 subject to the release
Restricted Stock Units
6,282 shares
Scheduled to vest May 2, 2027; expected to vest effective November 2, 2026 subject to the release
Expected RSU vesting date
November 2, 2026
Subject to timely execution and non-revocation of the release
Key Terms
Senior Executive Severance Plan, COBRA, Restricted Stock Units, Severance Period
4 terms
Senior Executive Severance Plan financial
"benefits under the Company’s Senior Executive Severance Plan"
COBRA regulatory
"health insurance continuation coverage under COBRA"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
Restricted Stock Units financial
"her 19,795 and 6,282 Restricted Stock Units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Severance Period financial
"over the applicable Severance Period"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When does Jill Waite leave PTLO?
Jill Waite, Portillo’s Chief People Officer, is expected to depart effective November 1, 2026. Portillo’s and Waite agreed to that departure, which the company will treat as a qualifying termination under its Senior Executive Severance Plan.
What separation benefits does Portillo’s expect to provide Jill Waite?
Portillo’s expects a Separation Agreement to provide cash equal to Waite’s annual base salary in installments over the applicable Severance Period and any earned 2026 bonus, prorated and paid in a lump sum when the company pays the applicable bonus. If she timely elects COBRA coverage, reimbursement would cover certain costs until the earlier of the end of the COBRA Period or her obtaining comparable alternative coverage. Outplacement services would be available for up to 12 months, up to $25,000.
What happens to Jill Waite’s equity awards at Portillo’s?
Subject to her timely execution and non-revocation of a release, 19,795 and 6,282 restricted stock units scheduled to vest on April 15, 2027 and May 2, 2027, respectively, are expected to vest effective November 2, 2026. Her stock options granted August 7, 2019 remain exercisable until the 10th anniversary of the grant date; other equity awards outstanding at termination are to be forfeited the following day.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 05, 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.
Departure of Jill Waite as Chief People Officer
On October 5, 2026, Portillo’s, Inc. (the “Company”) and Jill Waite, the Company’s Chief People Officer, agreed that Ms. Waite will depart from the Company effective November 1, 2026 (“Termination Date”).
Ms. Waite’s departure from the Company will be treated as a qualifying termination entitling her to certain benefits under the Company’s Senior Executive Severance Plan (the “SESP”). The Company intends to enter into a Separation Agreement with Ms. Waite at a later date, which the Company expects will include a general release of claims and certain customary protective covenants in favor of the Company, including certain confidentiality, non-competition, employee and customer non-solicitation, non-disparagement provisions, and an agreement to cooperate and assist with claims (the “Release”). The Company also expects that the Separation Agreement will provide for the payment of accrued obligations and, subject to Ms. Waite’s timely execution and non-revocation of the Release, for compensation to be paid consistent with the terms and conditions of the SESP as follows: (a) an amount in cash equal to Ms. Waite’s Annual Base Salary, which shall be payable in substantially equal installments over the applicable Severance Period in accordance with the Company’s normal payroll practices; (b) any earned 2026 Annual Bonus, prorated and payable in a lump sum in cash on the date on which the Company pays out the applicable Annual Bonus; (c) if Ms. Waite timely elects COBRA coverage, reimbursement for the cost of health insurance continuation coverage under COBRA in excess of the cost that employees are otherwise required to pay for health insurance benefits under the plan until the earlier of (i) the end of the COBRA Period and (ii) the date on which Ms. Waite obtains comparable alternative insurance coverage; and (d) outplacement services for up to 12 months from the Termination Date, up to a maximum value of $25,000. In addition, Ms. Waite’s outstanding stock option awards granted to her on August 7, 2019 will remain exercisable until the 10th anniversary of the grant date.
Additionally, and subject to the timely execution and non-revocation of the Release, the Company expects that the Separation Agreement will provide for Ms. Waite’s 19,795 and 6,282 Restricted Stock Units, which were scheduled to vest on April 15, 2027 and May 2, 2027, respectively, to vest effective as of November 2, 2026. Any other equity awards that are outstanding as of the Termination Date will be forfeited effective on the date following the Termination Date.
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: October 6, 2026 | By: | /s/ Kevin Kalicak | |||||||||
| Kevin Kalicak | |||||||||||
| Chief Financial Officer and Treasurer (Principal Financial Officer) | |||||||||||