What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-27 · 58 added, 23 removed, 112 unchanged (42% of the section changed)

4 unchanged sentences

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended December 29, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

5 unchanged sentences

Our independent registered public accounting firm, Deloitte & Touche LLP , has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 29, 2024, as stated in their report herein.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Portillo's Inc.

Form 10-K | 73

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Portillo’s Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Portillo's Inc.

and subsidiaries (the "Company") as of December 29, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 29, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 29, 2024, of the Company and our report dated February 25, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Chicago, Illinois

February 25, 2025

Portillo's Inc.

Form 10-K | 74

OTHER INFORMATION

4 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information with respect to Item 10 is incorporated by reference to our 2024 Proxy Statement, which will be filed no later than 120 days after the end of the Company's fiscal year.

For more information about our code of business conduct and the disclosure of any amendments to or waivers from such code, please refer to Part I, Item 1, "Business" of this document.

See the information in the Company’s 2025 Proxy Statement set forth under the captions “Corporate Governance - ‘Board and Committee Structure,’ ‘Key Areas of Board Oversight – Risk Oversight,’ ‘Corporate Governance,’ and ‘Shareholder Engagement and Communication with the Board’," “Compensation Discussion & Analysis -- Executive Officers,” and “Other Matters -- Delinquent Section 16(a) Reports,” if applicable, which information is incorporated herein by reference.

The Company has adopted insider trading policy policies and procedures that govern the purchase, sale, and/or other dispositions of our securities (and related derivative securities) by directors, officers and employees and other covered persons, which we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company.

A copy of the Company’s policies are filed as Exhibit 19.1 to this Annual Report on Form 10-K.

See the information about our code of business conduct and the disclosure of any amendments to or waivers from such code see Part I, Item 1, "Business" of this document, which information is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information with respect to Item 11 is incorporated by reference to our 2024 Proxy Statement, which will be filed no later than 120 days after the end of the Company's fiscal year.

See the information in the 2025 Proxy Statement set forth under the captions “Compensation Discussion & Analysis”, including the subsection “Compensation Committee Report” and “Corporate Governance – Compensation Interlocks and Insider Participation,” which information is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information with respect to Item 12 is incorporated by reference to our 2024 Proxy Statement, which will be filed no later than 120 days after the end of the Company's fiscal year.

See the information in the 2025 Proxy Statement set forth under the caption “Other Matters,” including the subsections “Securities Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plans Table,” which information is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information with respect to Item 13 is incorporated by reference to our 2024 Proxy Statement, which will be filed no later than 120 days after the end of the Company's fiscal year.

See the information in the 2025 Proxy Statement set forth under the caption “Certain Relationships and Related Party Transactions” and “Board Composition – Director Independence”, which information is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information with respect to Item 14 is incorporated by reference to our 2024 Proxy Statement, which will be filed no later than 120 days after the end of the Company's fiscal year.

Information about aggregate fees billed to us by our principal accountant, Deloitte & Touche will be presented in the 2025 Proxy Statement set forth under the caption “Fees Paid to Independent Registered Public Accounting Firm” which information is incorporated herein by reference.

Portillo's Inc.

6 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Stockholders' and Members ' Equity

Consolidated Statements of Stockholders' Equity

Consolidated Statements of Cash Flows

14 unchanged sentences

Description of Capital Stock (incorporated by reference to the Company's Form 10-K filed on March 10, 2022).

First Lien Credit Agreement, dated as of August 1, 2014, among Portillo's Holdings, LLC, as Borrower, PHD Intermediate LLC, UBS AG, Stamford Branch, as administrative agent and collateral agent and ledgers from time to time party thereto (incorporated by reference to the Company's Registration Statement on Form S-1 filed on September 27, 2021).

First Amendment to First Lien Credit Agreement, dated as of October 25, 2016, among Portillo’s Holdings, LLC, as Borrower, PHD Intermediate LLC, UBS AG, Stamford Branch, as administrative agent and collateral agent, and the lenders from time to time party thereto (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on September 27, 2021).

Second Amendment to First Lien Credit Agreement, dated as of May 18, 2018, among Portillo's Holdings, LLC, as Borrower, PHD Intermediate LLC, UBS AG, Stamford Branch, as administrative agent and collateral agent, and the lenders from time to time party thereto (incorporated by reference to the Company's Registration Statement on Form S-1 filed on September 27, 2021).

Third Amendment to First Lien Credit Agreement, dated as of December 6, 2019, among Portillo’s Holdings, LLC, as Borrower, PHD Intermediate LLC, UBS AG, Stamford Branch, as administrative agent and collateral agent, and the lenders from time to time party thereto (incorporated by reference to the Company's Registration Statement on Form S-1 filed on September 27, 2021 ) .

Second Lien Credit Agreement, dated as of August 1, 2014, among Portillo's Holdings, LLC, as Borrower, PHD Intermediate LLC, UBS AG, Stamford Branch, as administrative agent and collateral agent and the lenders from time to time party thereto (incorporated by reference to the Company's Registration Statement on Form S-1 filed on September 27, 2021).

First Amendment to Second Lien Credit Agreement, dated as of October 25, 2014, among Portillo's Holdings, LLC, as Borrower, PHD Intermediate LLC, UBS AG, Stamford Branch, as administrative agent and collateral agent and the lenders from time to time party thereto (incorporated by reference to the Company's Registration Statement on Form S-1 filed on September 27, 2021).

Second Amendment to Second Lien Credit Agreement, dated as of December 6, 2019, among Portillo’s Holdings, LLC, as Borrower, PHD Intermediate LLC, UBS AG, Stamford Branch, as administrative agent and collateral agent, and the lenders from time to time party thereto (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on September 27, 2021).

E mployment Agreement between PHD Group Holdings LLC and Su san Shelton, entered into as of August 1 , 2014 (incorporated by reference to the Company's Form 10-Q filed on May 7, 2024).

Derrick Pratt Separation Agreement and Release (incorporated by reference to the Company's Form 10-Q filed on August 6 , 2024).

F or m of 2024 Performance Stock Unit Award Agreement under Portillo's Inc.

2021 Equity In centive Plan (incor porated by re ference to the Co mpany's Form 10-Q filed on May 7, 2024 ).

F orm of 2024 Stock Option Award Agreeme nt under Portillo's Inc.

2021 Equity Incent ive Plan (incorporated by reference to the Company's Form 10-Q filed on May 7, 2024).

S enior Executive Severance Plan (incorporated by reference to the Company's Form 10-Q filed on May 7, 2024).

Portillo’s Inc.

9 unchanged sentences

Employment Agreement between PHD Group Holdings LLC and Michael Osanloo, entered into as of August 3, 2018 (incorporated by reference to the Company's Registration Statement on Form S-1 filed on September 27, 2021).

Portillo's Inc.

Form 10-K | 76

Employment Agreement between PHD Group Holdings LLC and Sherri Abruscato, entered into as of August 1, 2014 (incorporated by reference to the Company's Registration Statement on Form S-1 filed on September 27, 2021).

10 unchanged sentences

2021 Equity Incentive Plan (incorporated by reference to the Company's Form 10-K filed on March 2, 2023).

Portillo's Inc.

Form 10-K | 78

Credit Agreement, dated as of February 2, 2023, by and among PHD Intermediate LLC, Portillo’s Holdings, LLC, the Subsidiaries of the Borrower Party, Fifth Third Bank, National Association as Administrative Agent, L/C Issuer and Swing Line Lender and the other lenders party thereto (incorporated by reference to the Company's Current Report on Form 8-K filed on February 6, 2023).

P ortillo's Inc.

Insider Trading Compliance Policy

C redit Agreem ent Amendme nt , date d as of J anuary 27, 2025 ( certain schedules om itted as permitted by Item 601(b)(2) of Regulation S-K and will be supp lementally provided to the SEC upon request ) .

A mendme nt to Tax Receivable Agreement , dated as of Januar y 24, 2 025 .

Portillo's Inc.

Insider Trading Compliance Policy (incorporated by reference to the Company's Form 10-K filed on February 27, 2024).

Subsidiaries of Portillo's Inc.

5 unchanged sentences

† Portillo's Inc.

Incentive-Based Compensation Recovery Policy

Incentive-Based Compensation Recovery Policy (incorporated by reference to t he Company's For m 10-K filed on February 27, 202 4).

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *

23 unchanged sentences

Michelle Hook (Principal Financial Officer and Principal Accounting Officer)

/s/ Michael A.

Chairman of the Board of Directors February 25, 2025

/s/ Ann Bordelon Director February 25, 2025

4 unchanged sentences

Hart Director February 25, 2025

Director February 25, 2025

/s/ Joshua A.

Lutzker Director February 25, 2025

/s/ Michael A.

Director February 27, 2024

Portillo's Inc.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures