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Portillo'S Inc. SEC Filings

PTLO Nasdaq

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.

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Portillo's Inc. (PTLO) filed a Form 4 reporting an insider share withholding for taxes. On 10/31/2025, Chief Development Officer Michael K. Ellis had 3,040 shares of Class A common stock withheld at $5.35 under transaction code F, which reflects shares withheld to satisfy tax obligations upon vesting of previously disclosed awards. Following the transaction, he beneficially owns 45,529 shares directly.

This is an administrative tax-withholding event tied to equity award vesting rather than an open‑market sale.

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Portillo’s (PTLO) insider equity award: Chief Information Officer Keith M. Correia reported the acquisition of 33,177 shares of Class A common stock on 10/31/2025, reflected as a grant of restricted stock units at $0 per share. Following the award, beneficial ownership stands at 62,616 shares, held directly. The RSUs were granted on October 31, 2025 and will vest in full on October 31, 2026, subject to the terms of the award agreement.

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Portillo's Inc. (PTLO) reported an insider equity grant. General Counsel and Secretary Kelly M. Kaiser acquired 35,514 shares labeled as Class A common stock on 10/31/2025, tied to a grant of restricted stock units disclosed in the footnote. The transaction was recorded at a price of $0.

The filing states these restricted stock units were granted on October 31, 2025 and will vest in full on October 31, 2026, subject to the award agreement. Following the reported transaction, beneficial ownership was 104,375 shares, held directly.

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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.

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Portillo's Inc. filed a Form 4 reporting an equity grant to Interim President & CEO and Director Michael Miles. On 10/15/2025, he was awarded 199,005 restricted stock units at a price of $0. These RSUs are scheduled to vest in full on 10/15/2026, subject to the terms of the award agreement.

Following the reported transaction, Miles beneficially owns 245,413 shares of Class A common stock, held directly.

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Portillo's Inc. (PTLO) reported an insider equity grant. Director Eugene I. Lee, Jr. acquired 2,073 shares of Class A common stock on 10/15/2025 at a reported price of $0, reflecting a grant of restricted stock units. According to the footnote, these RSUs were granted on October 15, 2025 and will vest in full on 10/15/2026, subject to the award agreement.

Following the transaction, the reporting person beneficially owns 11,779 shares directly and 130,250 shares indirectly by Family Trust. This filing reflects an equity award to a director and an updated ownership position.

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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.

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Denise P. Lauer, Chief Marketing Officer of Portillo's Inc. (PTLO), reported initial beneficial ownership of 67,025 shares of Class A common stock as restricted stock units granted on September 22, 2025. The RSUs vest one-third on each of the first three anniversaries of the grant, subject to continued service and the award agreement. The filing was signed by an attorney-in-fact on September 30, 2025.

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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 20142015, 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.

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Engaged Capital filed an amended Schedule 13D reporting ownership positions in Portillo's Inc. (Class A). Engaged Capital Flagship Master directly owns 3,534,411 shares (~4.9%) and Engaged Capital Co-Invest XVII directly owns 1,534,890 shares (~2.1%), for an aggregate of 5,069,301 shares representing approximately 7.0% of the 71,905,580 shares outstanding reported by the issuer.

The filing states the Flagship Master purchases cost approximately $38,757,991 and the Co-Invest purchases approximately $16,712,391, funded with working capital. The reporting persons are engaged in discussions with the issuer's board under a Cooperation Agreement. Previously sold short 200,000 call options were bought to cover and no longer pose exposure. Exhibit 1 lists recent transactions.

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FAQ

What is the current stock price of Portillo'S (PTLO)?

The current stock price of Portillo'S (PTLO) is $5.49 as of February 17, 2026.

What is the market cap of Portillo'S (PTLO)?

The market cap of Portillo'S (PTLO) is approximately 388.4M.

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PTLO Stock Data

388.43M
37.73M
Restaurants
Retail-eating Places
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United States
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