ptlo-20260629
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K | ||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 29, 2026
PORTILLO'S INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40951 | 87-1104304 | ||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
2001 Spring Road, Suite 400, Oak Brook, Illinois 60523 | ||||||||
| (Address of principal executive offices) | ||||||||
(630) 954-3773
(Registrant’s telephone number, including area code)
| N/A | ||
| (Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Class A Common Stock, $0.01 par value per share | PTLO | Nasdaq Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Interim Chief Financial Officer’s Agreement
On June 29, 2026, Portillo’s Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the independent contractor agreement between Pamela Smith and the Company, dated May 20, 2026 (the “Agreement”), pursuant to which Ms. Smith serves as Interim Chief Financial Officer and principal accounting officer.
The Amendment extends the term of Ms. Smith’s service as Interim Chief Financial Officer through the earlier to occur of (i) December 31, 2026 or (ii) the appointment of a permanent Chief Financial Officer of the Company. In addition, effective as of June 29, 2026, the Company designated Ms. Smith to serve as Treasurer of the Company during the term of her engagement as Interim Chief Financial Officer, with such duties and authority as are customary for such role and subject to the Company’s delegation of authority policy.
Other than the foregoing, the material terms of the Agreement, including Ms. Smith’s compensation and responsibilities, remain unchanged. There are no transactions between Ms. Smith and the Company that would require disclosure under Item 404(a) of Regulation S-K, other than as previously disclosed.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which the Company intends to file as an exhibit to its next periodic report with the Securities and Exchange Commission.
Item 7.01. Regulation FD Disclosure.
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| Portillo's Inc. | |||||||||||
| (Registrant) | |||||||||||
| Date: June 30, 2026 | By: | /s/ Kelly M. Kaiser | |||||||||
| Kelly M. Kaiser | |||||||||||
| General Counsel and Secretary | |||||||||||