Every 8-K that Portillo's Inc. (PTLO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PTLO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PTLO filings page.
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.
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.
Portillo’s Inc. appointed Kevin Kalicak, 53, as Chief Financial Officer and Treasurer, serving as principal financial and accounting officer, effective September 7, 2026. He succeeds interim CFO Pamela Smith and brings more than 25 years of financial leadership at Darden Restaurants, including senior finance and investor relations roles.
Under his employment terms, Kalicak will receive a $500,000 base salary, an annual bonus target of 75% of base salary, and a Long-Term Incentive Plan target of $750,000 split between RSUs with three-year vesting and Performance Stock Units with time/performance conditions. He will also receive a $100,000 sign-on cash award, a $187,500 guaranteed 2026 incentive, relocation reimbursement up to $100,000, and a one-time RSU sign-on grant with a grant-date value of $825,000 vesting ratably over three years as an employment inducement award under Nasdaq Listing Rule 5635(c)(4). The company states there are no family relationships or related-party interests requiring disclosure.
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.
Portillo’s Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 9, 2026. Shareholders voted their Class A and Class B common stock, with 72,160,015 Class A shares and 3,424,546 Class B shares outstanding and entitled to vote as of April 10, 2026.
Seven directors were elected to serve until the 2027 annual meeting, with each nominee receiving more votes "For" than "Withhold"; for example, Eugene I. Lee, Jr. received 41,248,080 votes for and 1,026,855 withheld, with 19,301,913 broker non-votes. Shareholders also approved, on an advisory basis, the compensation of the Named Executive Officers, with 38,587,229 votes for and 3,260,842 against.
In addition, shareholders ratified the appointment of Deloitte & Touche LLP as the company’s independent auditor for fiscal year 2026, with 59,880,212 votes for, 1,348,904 against, and 347,732 abstentions. These results confirm continued support for the current board, executive pay program, and audit firm.
Portillo’s Inc. appointed Pamela Smith as Interim Chief Financial Officer, effective May 20, 2026, following the previously announced departure of Michelle Hook. Smith will serve as both principal financial officer and principal accounting officer until successors are appointed.
Smith, age 59, brings prior senior financial planning and analysis experience from Estée Lauder and Redbox and currently leads a boutique advisory firm. Under an independent contractor agreement effective May 20, 2026 and expiring July 1, 2026 unless extended, she will be paid $14,000 per week and reimbursed for reasonable travel expenses but will not participate in company benefit or equity plans. The Board has started a search process for a permanent CFO with the help of a global executive search firm.
Portillo’s Inc. reported softer profitability in its first quarter of 2026 despite higher sales and announced a CFO transition. Revenue for the quarter ended March 29, 2026 rose to $182.6 million, up 3.5% from $176.4 million, largely driven by new restaurant openings. Same‑restaurant sales slipped 0.1%, as a 0.9% lower average check outweighed a 0.8% increase in transactions.
Cost pressures weighed on earnings. Restaurant operating expenses increased 5.7% to $147.8 million, with higher commodity costs, labor investments and operating expenses. Operating income fell to $4.5 million from $10.4 million, and the company posted a net loss of $0.5 million versus net income of $4.0 million a year earlier. Adjusted EBITDA declined to $18.5 million from $21.2 million, and Restaurant-Level Adjusted EBITDA decreased to $34.8 million from $36.7 million.
Portillo’s opened four restaurants in the quarter and one more afterward, bringing the count to 107 locations, and targets eight new units in fiscal 2026, capital expenditures of $55–$60 million, Restaurant-Level Adjusted EBITDA margin of 20.5–21%, and Adjusted EBITDA roughly flat versus 2025. The company also disclosed that Chief Financial Officer Michelle Hook will depart effective May 5, 2026 to pursue another opportunity, and the board has begun a search for her successor.
Portillo’s Inc. reports a planned Board leadership transition. Eugene I. Lee, Jr., a long-time restaurant industry executive and former CEO and Chairman of Darden Restaurants, has been appointed Chair of the Board, effective March 10, 2026.
He succeeds Michael A. Miles, Jr., who will retire from the Board at the 2026 Annual Meeting after leading Portillo’s Board since 2014 and serving as Interim Chief Executive Officer during the company’s recent strategic reset. Directors Miles and Joshua A. Lutzker have notified the company they will not stand for reelection at the 2026 Annual Meeting, after which the Board will be reduced to seven members.
The company emphasizes that the decisions by Miles and Lutzker not to stand for reelection are not due to any disagreement or dispute. Both will continue to serve on the Compensation and Nomination & Governance Committees until the 2026 Annual Meeting. Portillo’s issued a press release detailing these changes, which is furnished as an exhibit.
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.
Portillo’s Inc. appointed restaurant industry veteran Brett Patterson as President and Chief Executive Officer and a member of the Board of Directors, effective February 23, 2026, and as principal executive officer effective February 25, 2026. He succeeds Michael A. Miles, Jr., who has served as Interim President and CEO since September 21, 2025 and will continue as Chairman of the Board, later resuming status as an independent director.
Patterson previously led Miller’s Ale House as CEO and held senior roles at Bloomin Brands/Outback Steakhouse, Ruby Tuesday, and Darden Restaurants. Under his offer letter, he will receive $800,000 base salary, an annual bonus target equal to 100% of base salary, a one-time $400,000 RSU sign-on award vesting over two years, and an annual long-term equity target of $3,000,000 split between RSUs and performance stock units with multi-year vesting and performance conditions, along with executive-level benefits.
Portillo's Inc. filed a current report to furnish an investor presentation it will use at the 2026 ICR Conference, where Interim Chief Executive Officer Mike Miles and Chief Financial Officer Michelle Hook are scheduled to present on January 12, 2026, at 10:30 a.m. Eastern Time. The presentation is attached as Exhibit 99.1 and is also available on the company’s investor relations website. The materials are furnished under Regulation FD, not filed, and are accompanied by an extensive cautionary statement about forward-looking statements, highlighting risks related to its organizational structure, food safety, macroeconomic conditions, leadership transition, technology and cybersecurity, labor markets, regulatory changes, growth execution, and other factors previously described in its SEC filings.
Portillo’s Inc. (PTLO) furnished an update on its business by announcing it issued a press release reporting results for the third quarter ended September 28, 2025. The company also made available a supplemental earnings presentation.
Both materials are attached as Exhibits 99.1 and 99.2 and are described as furnished, not filed, under the securities laws. This 8-K centers on disclosure of Q3 results and accompanying slides; specific financial figures appear in the attached documents.
Portillo’s Inc. (PTLO) announced that Chief Development Officer Mike Ellis will depart, effective October 31, 2025. His separation will be treated as a qualifying termination under the Senior Executive Severance Plan, with a separation agreement expected to include a general release and customary covenants.
Subject to his timely release, the company expects to provide: cash severance equal to his Annual Base Salary paid over the severance period, a prorated earned 2025 Annual Bonus paid when annual bonuses are paid, COBRA reimbursement for the excess cost of continued health coverage for the COBRA period or until he obtains comparable coverage, and outplacement services for up to 12 months valued at up to $25,000.
Equity treatment includes accelerated vesting, effective October 31, 2025, of 6,208 RSUs scheduled for April 2026 and 6,281 RSUs scheduled for May 2026. Any other equity grants will be forfeited.
Portillo's Inc. amended its prior report to disclose compensation details tied to a leadership transition effective September 21, 2025. The Board Chair, Michael A. Miles, Jr., was named Interim CEO with an annualized base salary of $60,000 and an initial $1,200,000 RSU award that vests on the one-year anniversary, plus subsequent monthly RSU grants valued at $400,000 each that vest after one year. The departing CEO, Michael Osanloo, will receive 18 months of salary continuation, a prorated 2025 bonus, up to 18 months of benefits continuation, outplacement up to $25,000, and extended option exercise rights through the 10th anniversary of a 2018 grant.
Portillo's Inc. announced that Michael Osanloo departed as President and Chief Executive Officer effective September 21, 2025, and was deemed to have resigned from the Board. The Board has reduced its size to eliminate the vacancy and started a CEO search that will use a leading global executive search firm. The company expects to enter into a release agreement with Mr. Osanloo that would trigger severance benefits under the Senior Executive Severance Plan.
Michael A. Miles, Jr., age 63, was appointed interim CEO effective September 21, 2025. Mr. Miles is the Board Chairman, previously served as interim CEO in 2014–2015, and has executive experience as former COO and President of Staples, Inc., and COO of Pizza Hut. Compensation for Mr. Miles as interim CEO has not been finalized and will be disclosed in an amendment.
Portillo’s Inc. filed a current report to let investors know that its leadership team will speak at the Piper Sandler Growth Frontiers Conference. Chief Executive Officer Michael Osanloo and Chief Financial Officer and Treasurer Michelle Hook are scheduled for a fireside chat on September 10, 2025 at 4:30 p.m. Eastern Time. A related press release is attached as an exhibit and is also available on the company’s investor relations website.
The company emphasizes that the information about this conference appearance is being furnished under Regulation FD, not filed, meaning it is mainly for disclosure and does not become part of other securities law filings unless specifically incorporated by reference. The report also repeats the company’s standard cautionary language about forward-looking statements and directs readers to its most recent annual report and subsequent SEC filings for a full discussion of risks.