1 unchanged sentence
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
−Removed: Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.
−Removed: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date.
−Removed: 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.
+Added: Under the supervision and with the participation of our management, including the Interim Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.
+Added: Based on this evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date.
+Added: 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 Interim Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
4 unchanged sentences
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.
−Removed: Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 29, 2024 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Under the supervision and with the participation of our Interim Chief Executive Officer and Chief Financial Officer, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 28, 2025 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, management has determined that the Company’s internal control over financial reporting was effective as of December 28, 2025.
38 unchanged sentences
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.
−Removed: A copy of the Company’s policies are filed as Exhibit 19.1 to this Annual Report on Form 10-K.
+Added: A copy of the Company’s policies is filed as Exhibit 19.1 (incorporated by reference to the Company's Form 10-K filed on February 27, 2024 ).
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.
32 unchanged sentences
Description of Capital Stock (incorporated by reference to the Company's Form 10-K filed on March 10, 2022).
−Removed: 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).
+Added: Employment Agreement between PHD Group Holdings LLC and Susan 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).
−Removed: F or m of 2024 Performance Stock Unit Award Agreement under Portillo's Inc.
−Removed: 2021 Equity In centive Plan (incor porated by re ference to the Co mpany's Form 10-Q filed on May 7, 2024 ).
−Removed: F orm of 2024 Stock Option Award Agreeme nt under Portillo's Inc.
−Removed: 2021 Equity Incent ive Plan (incorporated by reference to the Company's Form 10-Q filed on May 7, 2024).
−Removed: S enior Executive Severance Plan (incorporated by reference to the Company's Form 10-Q filed on May 7, 2024).
+Added: Form of 2024 Performance Stock Unit Award Agreement under Portillo's Inc.
+Added: 2021 Equity Incentive Plan (incorporated by reference to the Company's Form 10-Q filed on May 7, 2024).
+Added: Form of 2024 Stock Option Award Agreement under Portillo's Inc.
+Added: 2021 Equity Incentive Plan (incorporated by reference to the Company's Form 10-Q filed on May 7, 2024).
+Added: Senior Executive Severance Plan (incorporated by reference to the Company's Form 10-Q filed on May 7, 2024).
Portillo’s Inc.
24 unchanged sentences
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).
−Removed: 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 ) .
−Removed: A mendme nt to Tax Receivable Agreement , dated as of Januar y 24, 2 025 .
+Added: Credit Agreement Amendment, dated as of January 27, 2025 (certain schedules omitted as permitted by Item 601(b)(2) of Regulation S-K and will be supplementally provided to the SEC upon request) (incorporated by reference to the Company's Form 10-K filed on Februa ry 25,2025) .
+Added: Amendment to Tax Receivable Agreement, dated as of January 24, 2025 (incorporated by reference to the Company 's Form 10-K filed on February 25, 2025 ) .
+Added: C ooperation Agreement , date d as of April 28, 2025, (incorporated by referen ce to the Company 's 8-K filed on A pril 28, 2025 ) .
+Added: M ichael Osanloo Separation Agreement and Release (incorporated by re ference to the Company's Form 10-Q filed on November 4, 2025).
+Added: O ffer Letter from Portillo's Hot Dogs, LLC to Michael A .
+Added: , as of October 6 , 2025 (incorporated b y reference to the Company 's Form 10-Q filed on November 4, 2025).
+Added: O ffer Letter from Portillo's Hot Dogs , LLC to Kelly Kaiser , as of July 10, 2023 (inc orporated by refer ence to the Co m pany's Form 10-Q filed on May 6, 2025).
+Added: O ffe r Letter From Portillo's Hot Dogs , LLC to Mi cha el Ellis , as of August 2, 2022 (incorporated by reference to the Company 's Form 10-Q filed on May 6, 2025).
+Added: Director Form of RSU Award Agreement
+Added: O ffer Letter From P ortillo's Hot Dogs , LLC to Brett Patters on , as of February 2, 2026.
Portillo's Inc.
7 unchanged sentences
† Portillo's Inc.
−Removed: Incentive-Based Compensation Recovery Policy (incorporated by reference to t he Company's For m 10-K filed on February 27, 202 4).
+Added: Incentive-Based Compensation Recovery Policy (incorporated by reference to the Company's Form 10-K filed on February 27, 2024).
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 *
19 unchanged sentences
Signature Title Date
−Removed: /s/ Michael Osanloo President, Chief Executive Officer and Director February 25, 2025
−Removed: Michael Osanloo (Principal Executive Officer)
+Added: /s/ Michael A.
+Added: Interim President and Chief Executive Officer,
+Added: Chairman of the Board
+Added: February 24, 2026
+Added: (Principal Executive Officer)
/s/ Michelle Hook Chief Financial Officer and Treasurer February 24, 2026
Michelle Hook (Principal Financial Officer and Principal Accounting Officer)
−Removed: /s/ Michael A.
−Removed: Chairman of the Board of Directors February 25, 2025
+Added: /s/ Eugene I.
+Added: Director February 24, 2026
/s/ Ann Bordelon Director February 24, 2026
10 unchanged sentences
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.