What changed in this filing

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Item 1. Business

2026-02-24 compared with 2025-02-25 · 79 added, 192 removed, 120 unchanged (69% of the section changed)

Portillo’s Inc.

(the “Company") was incorporated as a Delaware corporation on June 8, 2021, in connection with our initial public offering in October 2021 ("IPO") and related reorganization transactions (collectively, the "Transactions”) in order to carry on the business of PHD Group Holdings LLC and its subsidiaries (“Portillo’s OpCo”).

Following the consummation of the Transactions on October 20, 2021, the Company became the sole managing member of Portillo’s OpCo and now operates and controls all of the business and affairs of Portillo's OpCo.

(the “Company") was incorporated as a Delaware corporation on June 8, 2021, for the purpose of facilitating an initial public offering ("IPO") and other related transactions in order to carry on the business of PHD Group Holdings LLC and its subsidiaries (“Portillo’s OpCo”).

The Company became the sole managing member of Portillo’s OpCo and operates and controls all of the business and affairs of Portillo's OpCo.

As a result, the Company consolidates the financial results of Portillo's OpCo and reports a non-controlling interest representing the economic interest in Portillo's OpCo held by the other members of Portillo's OpCo (the "pre-IPO LLC Members").

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and its subsidiaries, including Portillo’s OpCo.

As of the fiscal year ended December 28, 2025 ("fiscal 2025"), we owned and operated 102 restaurants across 11 states, including a restaurant owned by C&O Chicago, L.L.C.

("C&O") of which we own 50% of the equity .

As of December 28, 2025 , the Company owned 95.4% of Portillo's OpCo and the pre-IPO LLC Members owned the remaining 4.6% of Portillo's OpCo.

The Company entered into a joint venture agreement to develop and operate a restaurant at the Dallas-Fort Worth International Airport ("DFW")

which is expected to commence operations in 2026.

The Company holds a 65% ownership interest in AP Dogs, LLC ("AP Dogs") and has day-to-

day operational and managerial control over its business and affairs.

Accordingly, the Company consolidates the joint venture and reports a

noncontrolling interest representing the economic interest in AP Dogs held by the other partner.

Overview of Portillo's

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Our diverse menu features all-American favorites such as Chicago-style hot dogs and sausages, Italian beef sandwiches, char-broiled burgers, fresh chopped salads, crinkle-cut fries, homemade chocolate cake and our signature chocolate cake shake.

We create a consumer experience like no other by combining the best attributes of fast-casual and quick-service concepts with an exciting energy-filled atmosphere in a restaurant model capable of generating tremendous volumes.

We create a consumer experience like no other by combining the best attributes of fast-casual and quick-service ("QSR") concepts with an exciting energy-filled atmosphere in a restaurant model capable of generating tremendous volumes.

Nearly all of our restaurants were built with double lane drive-thrus and have been thoughtfully designed with a layout that accommodates a variety of access modes including dine-in, carryout, delivery and catering to quickly and efficiently serve our guests.

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For a more in-depth discussion of such risks, see Part I, Item 1A, "Risk Factors."

As of December 29, 2024, we owned and operated 94 restaurants across 10 states, including a restaurant owned by C&O Chicago, L.L.C.

("C&O") of which we own 50% of the equity .

As of December 29, 2024 , the Company owned 85.6% of Portillo's OpCo and the pre-IPO LLC Members owned the remaining 14.4% of Portillo's OpCo.

We relish the opportunity to create lifelong memories by igniting the senses with unrivaled food and experiences.

An Iconic and Beloved Brand with Obsessed, Lifelong Fans .

We capture the hearts, minds and stomachs of our guests with every meal.

We capture the hearts, minds and stomachs of our guests with every meal served.

Our menu features something for everyone and appeals to a broad demographic, which enables our restaurants to thrive and generate strong and balanced volumes across multiple dayparts, weekdays and occasions.

Guests cake shake their way in for our Chicago-style hot dogs, Italian beef sandwiches, char-broiled burgers, cheese fries, fresh salads and famous chocolate cake.

Energetic Restaurant Atmosphere that Engages the Senses.

While our operating model is focused on getting delicious, made-to-order food to our guests quickly, we believe our atmosphere makes the experience more than a delicious meal.

When guests walk into a Portillo’s, they get an experience completely different than a typical chain restaurant visit.

When guests walk into a Portillo’s, they are immersed in an experience unlike any chain restaurant visit.

Our restaurants engage all the senses to create a fun, relaxed and memorable occasion.

Our dining areas evoke nostalgia and local influences.

No two Portillo’s are alike.

Each of our restaurants has its own themed décor, ranging from a 1930s prohibition motif to a 1950s diner to a 1960s flower-power bus, as well as a retro automotive garage theme.

The period music ties to the theme, from ragtime to doo wop to disco.

The music ties to the theme, from ragtime to doo wop to disco.

No detail is too small, be it lighting, signage or even the stars subtly sparkling on the ceiling.

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Our guests can see into our open kitchens, where their meals are prepared right before their eyes.

The smells of burgers broiling, french fries frying, and beef simmering emanate from the kitchen.

The smells of burgers broiling, french fries frying, and beef simmering in gravy emanate from the kitchen.

Each completed meal is announced with a fun rhyme (“Number two, we got you!”;

“Number seven, welcome to Portillo’s heaven!”).

But the most important element of the energy is the enthusiasm of the scores of guests who are all excited to be there and enjoying their Portillo’s.

But the most important element of the energy is the enthusiasm of the scores of guests who are all excited to be there and enjoying their Portillo’s experience.

We want every guest that visits to leave with good memories, a satiated appetite and a desire to return.

Our strategic plan is comprised of four pillars, which guide our short-term objectives and form the basis for growth:

• Run World-Class Operations

• Innovate and Amplify the Portillo’s Experience

• Build Restaurants with Industry-Leading Returns

• Take Great Care of Our Teams

We believe that by focusing on the components of each of these simple, but focused, strategies we feed a virtuous cycle in which we take care of our team members, our team members take care of our guests, and our guests reward our shareholders.

Run World-Class Operations.

We believe that delivering a consistently exceptional guest experience, including having guests try our delicious food is one of the most effective forms of marketing.

By running world class operations, we will fuel Portillo’s same-restaurant sales growth.

The core tactics we use in this strategy are:

• Flexing our Multichannel Muscle :

Maintaining the Fabric of our Beloved Brand.

Portillo’s aims to offer industry-leading experiences across our traditional sales channels, while continuing to grow and innovate in growth sales channels.

Dine-in provides the best Portillo’s experience, so we strive for our dine-in experience to represent the heart of Portillo’s and our company values of Family, Greatness, Energy, and Fun.

Dine-in provides the best Portillo’s experience, so we strive for our dine-in experience to represent the heart of Portillo’s and our values of Family, Greatness, Energy, and Fun.

In our drive-thru, we strive to maintain top performance in the industry across speed, service, and accuracy.

In new markets, we show new guests the value and efficiency of our drive-thrus.

In our sales channels of digital pickup, delivery, and catering we have made great strides operationally that will allow us to win additional market share.

• Greatness in Drive-Thru :

Portillo’s pioneered a winning drive-thru model beginning in the 1980s, combining speed and hospitality via outside order takers, food runners, and multi-lane drive-thrus.

Portillo’s pioneered our drive-thru model beginning in the 1980s, combining speed and hospitality via outside order takers, food runners, and multi-lane drive-thrus.

Our teams are focused on continuously improving and innovating the drive-thru experience to improve throughput and order accuracy.

All new restaurants are opened with drive-thru doors to aid our runners and improve the guest experience.

We have also started a camera vision test in select restaurants to provide operators with real-time actionable insights.

• Unrivaled Value in Fast Casual:

New restaurants are opened with drive-thru doors to aid our runners and improve the guest experience.

Experience, service, and food quality define value in our brand, but maintaining a strong price point remains a high priority given how broadly we compete in the restaurant industry.

Our teams consistently monitor price points across many categories and occasions that are relevant to our guests.

We consistently monitor price points across many categories and occasions that are relevant to our guests.

To succeed moving forward, we will continue our pricing strategy combined with a focus on operational excellence and aim to remain an unrivaled value compared to fast-casual competitors.

Innovate and Amplify the Portillo's Experience.

Leveraging Our Brand Strength .

We believe one of the most effective ways to market Portillo's is by having people experience our food firsthand.

Our efforts in field marketing, social media, digital engagement, advertising, and menu innovation support the following aspirations:

• Craveable & Fresh For Everyone :

Our industry-leading AUVs are bolstered by a broad menu that offers something truly craveable for everyone.

We constantly research our menu, our guests, and our competition to keep the menu fresh and relevant while also balanced to ensure operational efficiency.

◦ In 2024 we launched two new salads, our Chicken Pecan Salad with Bacon to appeal to health-driven foodies and our Spicy Chicken Chopped Salad, a new twist on a Portillo’s classic to increase visits from longtime fans.

Both items added excitement and variety to the menu while enhancing average ticket.

To celebrate the launch, we unveiled a limited-time brown paper bag with green stripes.

Similar to its predecessor, the new bag is 100% recyclable, bleach-free, and is made from fibers certified by the Sustainable Forestry Initiative.

We believe this purposeful menu innovation drives increased guest frequency and reinforces the everyday value proposition that is key to our success.

◦ We enhance our menu with seasonal shakes and specialty cakes, offering something special throughout the year.

In Fall 2024, we launched our first new cake flavor in 20 years:

the Salted Caramel Spice Cake.

To celebrate, September 2024 became "Spice-Tember", in which we sold our new cake for $1 a slice with the purchase of an entree.

In October 2024, we also partnered with former Chicago Bear, Anthony "Spice" Adams, to create energetic and entertaining content, spotlighting the Salted Caramel Spice Cake in a fun and engaging way.

• Local & Experiential :

Whether it’s an influencer night for a launch of new menu items, hosting a community fundraiser, partnering with local and national sport teams, or a visit from our mobile food truck, lovingly dubbed “The Beef Bus,” we aim to create lifelong memories via grassroots field-marketing efforts.

In each of our markets we employ field marketing managers who partner with local restaurant General Managers to personalize a marketing plan and introduce Portillo’s to the local area.

We believe this approach creates a personal and emotional connection with the communities in which we operate and creates incremental returns on our marketing investments.

We use a full suite of communication channels, such as email, X (formerly known as "Twitter"), Instagram, TikTok, Facebook, and other platforms to spread our message to different customer segments.

When a compelling opportunity arises, Portillo’s also utilizes traditional advertising in Chicagoland to drive frequency and outside Chicagoland to drive trial and awareness.

Below are a few advertising and marketing highlights of the fiscal year ended December 29, 2024 ("fiscal 2024") :

◦ We launched an ad campaign in Arizona in the first quarter of 2024 to drive trial and awareness.

◦ In April, we re-launched our Famous Five combo meal menu that features a classic entree, side, and drink.

◦ We re-launched our advertising in the Chicagoland market.

Our comprehensive advertising campaign coincided with the start of the NFL season.

We continued the theme of "Portillo’s.

It always sounds good.” The ad campaign consisted of commercials, billboards, and partnerships with several digital media outlets, such as Barstool Sports, to reach our guests across the Chicagoland area.

• Digitally Engage Guests:

Our guests increasingly interact with Portillo’s in the digital space, whether engaging with us on social media, learning about us through digital advertising, or placing an order on our app or in one of our new self-order kiosks.

Kiosks have been a resounding success, adding incrementality to the check and providing a stellar guest experience.

In 2025 we are launching our "Portillo's Perks” TM loyalty program to drive and reward repeat visits and make the Portillo’s experience even more engaging for our longtime fans.

Build Restaurants with Industry-Leading Returns.

En route to our current goal of over 900 US restaurants (see “Our Growth” below for more details) we continue to innovate our business model in ways that meet a rapidly changing economic and consumer environment while delivering outstanding returns to investors.

• Best-In-Class AUVs :

The average Portillo’s generates per-restaurant sales that sit far atop the fast-casual and limited-service restaurant segments.

A key element of our strong restaurant-level adjusted EBITDA margin, we aim to keep our average unit volumes ("AUVs") high via discerning market and site selection.

• Optimize Capital Investments :

We are continuously refining our restaurant prototypes while investing in existing restaurants to drive great guest experiences and great returns.

Our average unit volume ("AUV") is bolstered by a broad menu that offers something truly craveable for everyone.

We constantly tap industry and primary consumer research to inform our menu, operations, and guest experience, while also monitoring the competition to keep our offerings relevant and differentiated.

In March 2025, we launched Portillo's Perks™ ("Perks"), our first-ever loyalty program delivered through guests' digital wallets.

The program provides personalized, frequency-based rewards designed to drive repeat visits and brand engagement.

By the end of 2025, Perks amassed more than two million members.

Throughout 2025, we supported select promotional initiatives tied to core menu items, including limited-time value offers for loyalty members.

These initiatives included brand-related product launches and collaborations designed to drive guest engagement.

We employ localized field marketing efforts, supported by digital, social, and selective traditional advertising, to build awareness, drive traffic, and support new and existing markets.

These efforts are tailored at the local level through coordination between field marketing teams and restaurant management.

In fiscal 2025, marketing activities included targeted advertising in our Chicagoland core market, and in Arizona and Texas, limited-time product offerings, and community-based initiatives.

Pre-opening marketing activities were also conducted to support our entry into the Georgia market, and drive initial consumer awareness.

Our guests increasingly interact with Portillo's in the digital space, whether engaging with us on social media, our new Perks loyalty platform, learning about us through digital advertising, or placing an order on our app or in one of our self-order kiosks.

Kiosks have been a success, adding incrementality to the check and providing a great guest experience.

Driving Growth via Strong Unit Economics and Measured Capital Deployment.

In fiscal 2025, we opened eight new restaurants.

We continue to pursue our substantial runway for growth by fine tuning our development approach, led by an emphasis on four-wall returns and a more gradual approach to new market entry to build the needed awareness, trial and demand for future restaurants.

We are continuously refining our restaurant prototypes, including the introduction of a limited number of smaller-footprint restaurants in non-traditional locations such as an airport location and an in-line restaurant, while investing in existing restaurants to drive great guest experiences and great returns.

In the past, some of our restaurants were over 10,000 square feet and had 105-foot production lines.

Restaurants built in 2023 were approximately 7,700 square feet with a 65-foot production line all while capable of generating an equivalent AUV.

In 2024 we opened two restaurants with our “Restaurant of the Future” prototype, a 6,250 square foot restaurant with a 47-foot production line that is more efficient to build and also better reflects the way consumers interact with our brand today.

Our teams will continue to make strides in this space to further reduce our build costs and achieve attractive returns.

• Scale Quickly:

Having scale in markets creates brand awareness, drives sales, and expands profit margins.

We aim to have minimum efficient scale (6-8 restaurants) in new markets within 24 months of our first opening.

Our entry into the Dallas-Fort Worth, Texas market is a great example of this strategy, where our first restaurant opened in January of 2023 and our 7th restaurant opened in December 2024.

• Replicable Processes :

Scaling quickly requires standardizing leases and deal structures, leveraging select general contractors and vendors, and standardizing the base of our prototypes.

With these scalable and predictable processes, we will be able to adhere to or beat a target 18-month development cycle time and be more meticulous in our market penetration strategies.

Take Great Care of Our Teams.

Our team members put in the hard work to help create happy guests (and value for our shareholders).

To attract, train, retain, and engage the best team members we strive to offer great rewards, talent management, learning, development, and people technology programs that drive obsession with Portillo's.

Identifying, developing, and placing internal talent fuels our increasing rate of growth.

• Meaningful Work Environment:

We cultivate an environment where every individual feels valued, empowered to share ideas, and actively engaged in their work.

We prioritize clear expectations and communication while providing our team with the necessary tools and resources for success.

This creates a work environment that enhances overall experience and productivity for our team members resulting in happy guests and industry-leading retention.

• Total Rewards that Matter :

Delivering competitive compensation, benefit, and recognition programs attracts great talent and helps create happy, long-term team members.

We will continue to evolve rewards, specifically those that differentially drive retention.

We continuously evaluate our wages with the goal of paying above market in our restaurants.

• Igniting Talents and Careers:

Identifying, nurturing, and developing talent is critical to our growth strategy as we aim to open each new restaurant with an experienced Portillo’s manager.

Our Ignite development programs identify high potential individuals to become hourly supervisors, restaurant managers, assistant general managers ("AGMs"), general managers ("GMs"), and multi-unit Market Managers and develops their skills via off-site leadership development and in-field shoulder-to-shoulder coaching.

These programs demonstrate a clear and enticing career path for our team members and keeps our talent pipeline robust.

At the end of 2024, we have 70+ team members in-line for future restaurant management positions.

• Enhanced Digital Workplace Experience:

Just as consumers engage with their favorite brands digitally so do team members.

In 2024 we launched Portillo’s Connect, an all-in-one communications platform that allows team members and managers to receive critical communications, engage with one another via social media, access resources such as recipes and standard operating procedures, and much more.

This strategy allows individuals to connect with the people they work with, support their growth and development, and enhance their well-being and sense of belonging.

We are in the early stages of our nationwide growth plan, with 94 locations across ten states at the end of fiscal 2024, including C&O.

In fiscal 2024, we opened 10 new restaurants, representing 12% unit growth.

Over the long term, we aim to increase our number of restaurants by approximately 12% to 15% annually.

Our near-term restaurant growth strategy is focused on leveraging our proven unit economic model primarily in markets outside Chicagoland with favorable macro-economic tailwinds where we already have a presence.

Particularly, our current focus is in the Sunbelt, with growth across markets in Arizona, Texas, and Florida.

We are also actively sourcing sites in Georgia, Colorado, Nevada, North Carolina, and South Carolina.

Simultaneously, we will continue to fill-in Chicagoland and adjacent markets as opportunities come available.

Over the past year, our development function has made great strides in creating scalable, repeatable processes, giving us confidence as we grow nationally.

Based on a whitespace analysis prepared in partnership with a third-party vendor in 2023, we believe we have a substantial runway for growth, including, a long-term opportunity to grow to more than 900 restaurants domestically and we are well-positioned for global growth in the future.

Of the 900 domestic restaurants- to which we aspire, we currently project 800 to be full-scale restaurants and 100 to be pick-up/walk-up models.

We see these company-operated full-scale restaurants as our largest opportunity moving forward.

At the same time, we continue to evaluate innovative operating models.

On the heels of opening a third Portillo’s Pickup location, we will continue to analyze where these, and other operating models such as urban walk-ups, airports and campuses, fit within our growth trajectory to add sales, manage cannibalization, and provide additional pipeline growth.

In 2024, we opened two restaurants with our Restaurant of the Future ("RoTF 1.0") design, a 6,250 square foot restaurant with a 47-foot production line that is more efficient to build and also better reflects the way consumers interact with our brand today.

In 2025, with the exception of one in-line restaurant and one Portillo's pickup restaurant, all new restaurant openings were our RoTF 1.0 design.

Our teams will continue to evaluate our restaurant formats to further reduce our build costs, provide flexibility as we grow, and achieve attractive returns.

Our Team – Human Capital Management

Our team member base, as of December 28, 2025, consisted of 7,890 team members.

This included 216 Restaurant Support Center (“RSC”) team members, 482 restaurant managers, AGMs, and GMs, and 7,714 restaurant hourly team members in positions such as crew chief, training lead, food production and guest services.

This included 195 Restaurant Support Center (“RSC”) team members, 478 Restaurant Managers, Assistant General Managers, and General Managers, and 7,118 restaurant hourly team members in positions such as crew chief, training lead, food production and guest services.

We also have 87 hourly team members, which also includes crew chiefs, and 12 salaried team members, which includes managers and senior managers, at our commissaries.

Our team members are not covered by any collective bargaining agreements.

Certain of our team members at our commissaries in Addison, IL and Aurora, IL voted on April 13, 2023 and April 30, 2024, respectively, in favor of being represented by a union.

We filed objections to the 2023 election with the National Labor Relations Board ("NLRB") on April 19, 2023, asserting that the union and its agent's promises prevented a free and fair election.

We are actively pursuing litigation to set aside the election results.

We filed an objection to the 2024 election with the NLRB on May 7, 2024, asserting that the promises made by the union and its agents prevented a free and fair election.

Although we have not received other petitions to unionize, it is possible that additional team members may seek to be represented by labor unions in the future.

See our risk factor “Matters relating to employment and labor law could have a material adverse effect, result in litigation or union activities, add significant costs and divert management attention” identified in Part I, Item 1A of this Form 10-K.

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Values-Driven, People-Centric Culture .

We believe this reflects our conviction that our people are the Heart of Portillo’s.

We aim to attract, hire and develop great people who turn their obsession for our brand into a profession.

Our team members are passionate about our food, love our guests, and call their teammates “family.” We are proud that Portillo's family reflects the communities in which we operate.

We strive to foster a sense of individuality, safety, support, belonging and fairness through our people-centered practices in talent acquisition, talent management, total rewards and learning and development.

Our people-centric culture is centered on working together to create a fun, energetic atmosphere while living our values:

P eople are the Heart of Portillo’s.

Guided by our purpose of creating lifelong memories and our Employee Value Proposition ("EVP") — Feeding Passions, Making Memories — we aim to attract, hire, develop and retain great people who turn their obsession for our brand into a profession.

This work is shaped by our values.

They represent a people-centric approach that impacts how we work, how we lead, and how we support one another every day.

We work together to make everyone feel at home, and we step up when someone needs help.

We are obsessed with being the best and work hard to continuously improve.

We are obsessed with achieving greatness and work hard to continuously improve.

Our greatness is rooted in Quality, Service, Attitude and Cleanliness (“QSAC”).

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We entertain our guests, we connect authentically, and we make each other smile.

We believe these values extend beyond our restaurants, to every Portillo's team member.

Living these values reinforces the culture we’re proud to have built.

It’s why we are passionate about attracting and selecting team members who are aligned with our purpose and values, as well as why we established an employee value proposition centered around culture.

It’s also why our team members are among our best ambassadors and why we’ve seen success with our Relish Referrals team member referral program.

Leadership Development.

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We view this investment as fundamental to our growth, building a pipeline of leaders for our future.

We are committed to continuing education and providing ways for individuals to build their talents.

Portillo’s has invested in LinkedIn Learning for all hourly crew chiefs, restaurant management, commissary crew chiefs and RSC team members.

This initiative allows us to give additional learning and development opportunities above and beyond job skills or initial leadership development.

We have also partnered with Better Up Coaching to give our leaders feedback and opportunities for personal growth.

Our leadership program, Ignite, continues to be a stronghold in our growth and development strategy.

The creation of a strong talent pipeline while retaining our high performing team members continues to be our mission.

Talent management continues to be a top priority with our yearly performance review process focused on Portillo’s seven leadership traits to be successful in the organization.

Our leadership program, Ignite, continues to be a stronghold in our growth and development strategy, allowing us to create a strong talent pipeline while retaining our high-performing team members.

Talent management prioritizes Portillo's seven leadership traits, which are needed to be successful in the organization.

Our growth, development, and retention strategies align on these leadership traits to build skills to be used both professionally and personally.

We work with team members and managers to build individual development plans with training and experience, and we hold regularly scheduled development programs throughout the year for each level of leadership.

We host webinars, workshops, and conferences each year on a variety of topics that are accessible to all team members.

Further, we continue to hold bi-annual talent and succession planning summits to identify and support individuals with career pathing and development opportunities.

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Engagement & Experience .

We aspire to provide an unrivaled experience for every team member during their journey with Portillo’s.

Creating lifelong memories for our team members and guests is paramount to the overall experience.

We believe in our team members having a voice to share their ideas, feedback and contribute to organizational success.

In 2024, we launched a digital engagement platform, Portillo’s Connect, to engage team members at all levels across the Company.

This forum allows our teams to recognize each other, celebrate their wins, and share information and ideas.

We continue to partner with Gallup to implement our EverEngaged survey to gather, listen to and act on team member feedback.

We conduct this survey annually to measure improvement and areas of focus.

In 2024, we maintained our team member engagement in alignment with the restaurant industry at large.

Our engagement results for multi-unit and general managers continue to be top quartile.

Our team members reflected they know what is expected of them at work and they have the necessary materials to do their jobs well, which both strongly influence overall engagement.

Our team members also reflected they understand how Portillo’s values impact how they do their jobs.

In addition to the survey, we regularly hold roundtable discussions with team members and conduct stay interviews with leaders to gain insights into ways we can cultivate an energizing, collaborative work environment.

Additionally, we conduct an annual career aspiration survey for all RSC team members, crew chiefs, and field managers to understand their aspirations in development, career pathing, and what they need to succeed.

We have also prioritized a flexible work environment, addressing life-work flexibility and balance across our different workplaces.

Our scheduling system allows hourly team members to align their work schedule with their personal schedule, as well as submit schedules, request time-off and trade their shifts.

For our RSC team members, we provide a hybrid work environment, with our teams coming in to the office for collaboration three days a week.

In the spirit of continuing education, we also have a "no meeting" policy for Friday afternoons.

Instead, our team members can use this time for professional development or focused work time.

From Memorial Day through Labor Day, team members can also take this time for personal use and get an early start to the weekend.

In 2024, we hosted our annual General Manager Summit, bringing together our restaurant leaders from across the country to align on company priorities, share best practices, and celebrate achievements.

This event underscores our commitment to leadership development, operational excellence, and fostering a culture of collaboration.

We also introduced our inaugural RSC Summit, designed to strengthen connections between corporate and restaurant teams.

This event focused on enhancing cross-functional collaboration, improving support for our operations, and driving innovation to achieve our long-term strategic goals.

The Summits are critical initiatives for strengthening leadership, fostering teamwork, and achieving business objectives.

Across the team member lifecycle—from attraction and recruiting to onboarding, development, and retention—we prioritize empowerment, inclusion, and recognition to ensure every individual has a voice and the tools to succeed.

Our blended in-house recruiting team and decentralized ownership hiring at the restaurants and plants build a strong talent pipeline, while onboarding equips new hires to thrive and development opportunities enable team members to deepen skills and advance their careers.

In 2025, we continued to strengthen engagement through innovative platforms and strategic partnerships.

Portillo’s Connect, launched in 2024, has become a cornerstone for team recognition, collaboration, and idea sharing.

We measure engagement through our partnership with Gallup and our annual EverEngaged survey, where we achieved a record 91% participation rate this year.

Over time, Portillo’s has maintained steady engagement levels, with Market Managers and General Managers continuing to rank among the highest tiers.

Survey insights confirm that team members feel clear on expectations, have the resources to perform effectively, and understand how our values guide their work.

Flexibility is another cornerstone of our experience strategy.

Our scheduling system enables hourly team members to align work with personal commitments, while RSC team members benefit from a hybrid work model and initiatives like “No-Meeting Fridays” for professional development or personal time.

During summer months, we extend this flexibility with early weekend starts.

In 2025, we elevated our experience through the implementation of Workday ("MyPortillo’s"), a human capital management connected platform for talent, total rewards, learning and development.

This system empowers team members to manage growth, performance, and benefits with ease.

We also celebrated leadership and collaboration through our General Manager Summit and RSC Summit, bringing together leaders from across the country to align priorities, share best practices, and strengthen cross-functional partnerships.

These events underscore our commitment to leadership development, operational excellence, and innovation.

Total Rewards.

The physical, financial, and mental well-being of our team members remains a top priority, and we continue to invest in their success.

We believe in a total rewards philosophy of providing top quartile pay in our restaurants, especially across our leadership positions.

We believe in a total rewards philosophy of providing above market pay in our restaurants, especially across our leadership positions.

We remain focused on compensating our team members fairly and equitably based on their roles and responsibilities.

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In 2025, we completed a comprehensive benchmark analysis for our positions and made pay adjustments to preserve our competitive edge.

We also enhanced our benefits package by transitioning our 401(k) plan to a new vendor that offers our team members a more streamlined experience and additional financial education resources and opportunities.

During 2024, we enhanced existing benefits and offered new ones.

We upgraded all medical, dental, and vision plans with the introduction of four coverage tiers, to offer greater flexibility.

Our new benefits in 2024 include a commuter program for parking and transit expenses and expanded discount programs, including BenefitsHub for exclusive savings on cars, restaurants, and more.

We also integrated OnePass which offers fitness and meal service discounts.

Finally, we enhanced educational opportunities through partnerships and our Portillo’s Greatness Scholarship Program, reinforcing our commitment to helping our team members achieve personal and professional goals.

We believe all of our team members should act like owners of the Company, and we are committed to providing all team members with an ownership opportunity through our Employee Stock Purchase Plan ("ESPP"), internally referred to as "Beef Stock." Eligible employees can contribute up to 15% of their gross base earnings for purchases under the ESPP through regular payroll deductions, subject to an annual maximum dollar amount.

In 2024, we issued 46,959 shares (net of shares withheld for taxes) under the ESPP.

In addition to our Beef Stock program, all restaurant team members who are newly hired as, or promoted to, General Manager become eligible to participate in our long-term equity incentive plan.

In 2024, many of our leaders received annual equity award grants, providing our team with opportunities to own Portillo's shares, which we believe supports retention of key team members and further drives engagement.

Heart of Portillo's.

We care deeply about our people and believe that by taking care of our team members, they will in turn take care of our guests.

Our core values of Family, Greatness, Energy and Fun are the “Heart of Portillo’s” and are ingrained in everything we do as a company.

They guide how we support our Portillo's family, from our recruiting efforts, to the education of our team members, to making sure our Portillo’s family is an accurate reflection of the communities in which we operate.

It is our goal to make sure everyone across Portillo’s knows they are an important part of our company.

We also enhanced our benefits package by providing 100% coverage for mental health office visits on our medical plans and transitioned our non-qualified retirement savings plan to a new vendor that offers our team members a more streamlined experience and additional financial education resources and opportunities.

Heart of Portillo's Fund.

In 2025, the “Heart of Portillo’s Fund,” an IRC section 501(c)(3) charitable fund, raised over $180,000 to provide emergency assistance to team members.

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Our main line distribution network is comprised of several independently-operated partners aligned under the UniPro umbrella, the largest food service distribution cooperative in the United States.

This strategy affords us the opportunity to align with right-sized organizations that are dedicated to us which allows us to leverage volume and scale for a competitive advantage and exceptional customer service.

This strategy affords us the opportunity to align with right-sized organizations across the United States to leverage volume for a competitive advantage and exceptional customer service.

Commissaries.

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Quality and food safety are paramount to protecting our brand and are treated with the utmost priority.

Our supplier and distribution partners participate in third-party audits to ensure all applicable quality system expectations are being met.

Our supplier and distribution partners participate in third-party audits to ensure all applicable food safety and quality system expectations are being met.

Our restaurant locations are audited for food safety and quality compliance through a combination of third-party organizations and the Portillo's-managed quality and food safety team.

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The restaurant industry is highly competitive and fragmented.

We compete primarily with quick service and fast casual concepts, and to a lesser extent, full-service restaurants.

We compete primarily with QSR and fast-casual concepts, and to a lesser extent, full-service restaurants.

The number, size and strength of competitors vary by region.

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We compete within each market with national and regional chains and locally-owned restaurants for guests, management and hourly personnel and suitable real estate sites.

In addition, expanding product offerings at fast casual and quick-service restaurants and the convenience of home delivery services, together with negative economic conditions, could cause consumers to choose less expensive alternatives or reduce the frequency of their restaurant visits.

In addition, expanding product offerings at fast-casual and QSR and the convenience of home delivery services, together with negative economic conditions, could cause consumers to choose less expensive alternatives or reduce the frequency of their restaurant visits.

We expect intense competition to continue in all of these areas.

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Our intellectual property includes our trademarks and service marks registered with the United States Patent and Trademark Office (including Portillo’s® and other names used by our restaurants), the trade dress of our restaurants, our websites and domain names (including our website at portillos.com and other websites and domain names used by our restaurants) and other unregistered intellectual property.

We take steps to enforce and maintain our intellectual property, but infringement, validity challenges and other risks may adversely affect or even eliminate our intellectual property rights.

We take steps to enforce and maintain our intellectual property rights, but infringement, validity challenges and other risks may adversely affect or even eliminate our intellectual property rights.

Governmental Regulation and Environmental Matters

We are subject to extensive federal, state and local government regulation, including those relating to, among others, public health and safety, nutritional content labeling, zoning and fire codes, environmental protection, and employment regulations.

Failure to obtain or retain food or other licenses and registrations or exemptions would adversely affect the operations of restaurants.

The development of additional restaurants will be subject to compliance with applicable regulations, including those relating to zoning, land use, water quality and retention, and the environment.

We believe federal and state environmental regulations have not had a material effect on our operations, but more stringent and varied requirements of local government bodies with respect to zoning, land use and environmental factors, among others, could delay construction and increase development costs for new restaurants.

We are also subject to the Fair Labor Standards Act, the Immigration Reform and Control Act of 1986 and various federal, state and local laws governing such matters as minimum wages, exempt versus non-exempt classification, overtime, unemployment tax rates, paid leave, workers’ compensation rates, citizenship requirements and other working conditions.

We are subject to federal, state and local government regulation, including those relating to, among others, public health and safety, nutritional content labeling, zoning and fire codes, environmental protection, and employment regulations.

Failure to obtain or retain food or other licenses and registrations or exemptions would adversely affect the operations of our restaurants.

For a more in-depth discussion of such risks, see Part I, Item 1A, "Risk Factors."

We are also subject to the Fair Labor Standards Act, the Immigration Reform and Control Act of 1986 and various federal, state and local laws governing such matters as minimum wages, exempt versus non-exempt classification status, overtime pay, unemployment tax rates, paid leave, workers’ compensation rates, residency and work authorization requirements and other working conditions.

Our team members are typically paid more than the applicable minimum wage in the area where they work, and increases in federal or state minimum wages or unemployment benefits may result in increases in the wage rates paid.

We are also subject to the Americans with Disabilities Act (the “ADA”), which prohibits discrimination on the basis of disability in public accommodations and employment, which may require us to design or modify our restaurants to make reasonable accommodations for individuals with disabilities.

Additionally, any difficulties, delays or failures in obtaining licenses, permits, registrations, exemptions, or approvals could delay or prevent the opening of, or adversely impact the viability of, a restaurant in a particular area.

Our business is subject to seasonal fluctuations in that our revenues are typically nominally higher during the second, third and fourth quarters of the fiscal year.

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Our website is located at www.portillos.com, and our investor relations website is located at http://investors.portillos.com.

We are subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and file or furnish reports, proxy statements and other information with the U.S.

We are subject to the

informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and file or furnish reports, proxy statements and other information with the U.S.

Securities and Exchange Commission ("SEC").

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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 1. Business