Welcome to our dedicated page for Portillo'S SEC filings (Ticker: PTLO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to Portillo’s Inc. (NASDAQ: PTLO) SEC filings, offering a view into the company’s regulatory disclosures as a public fast-casual restaurant operator in the limited-service restaurants industry. Investors can review how Portillo’s reports on its financial performance, development activity and corporate governance through documents filed with the U.S. Securities and Exchange Commission.
Portillo’s uses Form 8-K filings to disclose material events. Recent 8-Ks reference quarterly earnings press releases for periods such as the second and third quarters of 2025, including attached exhibits with detailed financial results and non-GAAP reconciliations. Other 8-K filings describe participation in investor conferences, providing information about scheduled webcasts and where related materials can be accessed.
Several 8-K filings and an 8-K/A address leadership and executive compensation changes. These include disclosures about the departure of the company’s President and Chief Executive Officer, the appointment of the Board Chairman as Interim CEO, and an amended filing that outlines compensation arrangements for the Interim CEO and severance benefits for the departing CEO. Another 8-K details the planned departure of the Chief Development Officer and expected severance and equity treatment under the company’s Senior Executive Severance Plan.
Through these filings, readers can see how Portillo’s communicates about results of operations, executive transitions, compensation arrangements and investor events in a regulated format. On Stock Titan, AI-powered summaries can help interpret lengthy exhibits and highlight key points from earnings releases, non-GAAP measure definitions and governance disclosures, while real-time updates ensure that new Portillo’s filings, including future 10-K annual reports, 10-Q quarterly reports and additional 8-Ks, are incorporated as they are posted to EDGAR.
Portillo's Inc. Chief People Officer Jill Francine Waite reported routine equity activity in Class A common stock. She acquired 404 shares, including stock bought under the 2022 Employee Stock Purchase Plan for the purchase period from December 1, 2025 to February 28, 2026, at $4.81 per share, equal to 90% of the closing price on February 27, 2026. In a related tax-withholding disposition, 13 shares were deducted to satisfy tax obligations upon vesting of the reported award. Following these transactions, she directly holds 95,076 shares of Portillo's Class A common stock.
Portillo's Inc. director and President & CEO Brett Patterson filed an initial ownership report showing he holds 69,084 shares of Class A common stock directly. A related inducement grant of restricted stock units vests in two equal parts on February 23, 2027 and February 23, 2028, subject to his continued service and the award terms.
Portillo’s Inc. describes a fast-growing, Chicago-style restaurant chain that owned and operated 102 locations across 11 states as of fiscal 2025, plus joint ventures including an upcoming Dallas-Fort Worth airport site. The company controls about 95.4% of Portillo’s OpCo, with remaining interests held by pre-IPO LLC members.
Management highlights its drive-thru-focused, multi-channel model, the Portillo’s Perks loyalty program launched in March 2025 with over two million members, and eight new restaurants opened in 2025, largely using a smaller “Restaurant of the Future” prototype to improve returns and capital efficiency.
The filing emphasizes heavy competition, geographic concentration in the Midwest, commodity inflation of 3.9% in 2025 and 4.2% in 2024, labor availability and unionization risks, technology and cybersecurity threats, and substantial goodwill and intangible assets of about $394.3 million and $245.1 million that could be impaired if results weaken.
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. received an updated ownership report from Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd. Together they report beneficial ownership of 6,994,844 shares of Class A common stock, representing 9.7% of the class as of the reported date.
Orbis Investment Management Ltd has sole voting and dispositive power over 6,953,340 shares, while Allan Gray Australia Pty Ltd has sole voting and dispositive power over 41,504 shares. Both are non-U.S. institutions equivalent to investment advisers and state the holdings are in the ordinary course of business, not for changing or influencing control of Portillo's.
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. insider Michael Miles, Interim President & CEO and director, received an equity grant. On February 2, 2026, he acquired 70,796 shares of Class A common stock in the form of restricted stock units at a stated price of $0 per share. These restricted stock units are scheduled to vest in full on February 2, 2027, under the terms of the applicable award agreement. Following this grant, Miles beneficially owns 399,913 shares directly.
The Vanguard Group filed an amended beneficial ownership report on Portillo's Inc, disclosing that it beneficially owned 3,984,974 shares of common stock, representing 5.53% of the class as of 12/31/2025. Vanguard reported shared voting power over 481,599 shares and shared dispositive power over 3,984,974 shares, with no sole voting or dispositive power. Vanguard states the holdings are in the ordinary course of business and not for the purpose of changing or influencing control of Portillo's. The filing also notes an internal realignment effective 01/12/2026, after which certain Vanguard subsidiaries are expected to report beneficial ownership separately.
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) reported softer Q3 results. Revenue was $181.4 million, up 1.8% year over year, while same-restaurant sales declined 0.8% as transactions fell 2.2% and average check rose 1.4%. Operating income fell to $5.4 million from $16.0 million, and net income was $0.8 million versus $8.8 million a year ago; diluted EPS was $0.02.
Costs weighed on margins: food and packaging were 34.5% of revenue, labor 26.6%, and other operating expenses 12.9%. The quarter also included a non-cash $2.2 million trade name impairment tied to the legacy Barnelli’s brand and equity-compensation impacts related to the CEO transition. Year-to-date, revenue was $546.3 million (up 3.9%) with net income of $14.8 million (down from $22.6 million).
Management announced a strategic reset to reinforce value and service, simplify operations (including discontinuing a Chicago breakfast pilot), moderate new unit growth, and target positive free cash flow in 2026. Four restaurants opened in Q3 (99 total as of the filing). Liquidity included $17.2M in cash and a refreshed credit facility (term loan and revolver) with $77.0M drawn on the revolver and effective interest near 6.9% at quarter end.