Filing Analysis
Portillo's Inc. filed an 8-K to announce its second quarter financial results for the period ended June 28, 2026. The filing serves as a formal notification of the earnings press release issued on August 5, 2026.
📋 Key Facts
- Reporting period: Second Quarter ended June 28, 2026.
- Filing date: August 5, 2026.
- The company released financial results via press release (Exhibit 99.1).
- Interim CFO Pamela Smith signed the report.
Portillo's Inc. announced the appointment of Kevin Kalicak as Chief Financial Officer and Treasurer, effective September 7, 2026. He succeeds Interim CFO Pamela Smith.
🚩 Red Flags
- Interim CFO status: The company has been operating with an interim CFO (Pamela Smith) since May 20, 2026, indicating a period of leadership transition in the finance department.
📋 Key Facts
- Kevin Kalicak to join as CFO, Treasurer, Principal Financial Officer, and Principal Accounting Officer on Sept 7, 2026.
- Kalicak joins from Darden Restaurants, Inc., where he was SVP of Finance for Olive Garden.
- Compensation includes a $500,000 base salary and target annual bonus of 75% of base salary.
- Long-Term Incentive Plan (LTIP) target is $750,000, split 50/50 between RSUs and Performance Stock Units with a 3-year vesting period.
- One-time sign-on cash award of $100,000 and relocation reimbursement up to $100,000.
- One-time RSU grant with a value of $825,000, vesting ratably over three years.
Portillo's Inc. has amended its agreement with Interim CFO Pamela Smith to extend her service term through December 31, 2026, or until a permanent CFO is appointed. Additionally, Ms. Smith has been designated as the Company's Treasurer.
🚩 Red Flags
- Continued use of an 'Interim' CFO suggests a prolonged vacancy in permanent financial leadership.
📋 Key Facts
- Amendment No. 1 to the independent contractor agreement for Pamela Smith was entered into on June 29, 2026.
- The term of service as Interim CFO is extended through December 31, 2026, or until a permanent CFO is appointed.
- Ms. Smith has been designated to serve as Treasurer effective June 29, 2026.
- Material compensation terms remain unchanged from the original May 20, 2026 agreement.
Portillo's Inc. filed an 8-K to announce its third quarter financial results for the period ended September 28, 2025. The filing includes a press release and a supplemental earnings presentation.
📋 Key Facts
- Reporting date: November 4, 2025
- Period covered: Third Quarter ended September 28, 2025
- Exhibits include an earnings press release (99.1) and a supplemental presentation (99.2)
- Filed by Michelle Hook, CFO and Treasurer
Portillo's Inc. announced the departure of Michael Ellis from his position as Chief Development Officer, effective October 31, 2025. The departure is characterized as a qualifying termination under the company's Senior Executive Severance Plan.
🚩 Red Flags
- Departure of a key executive (Chief Development Officer) can sometimes signal internal shifts or strategic changes.
📋 Key Facts
- Michael Ellis to depart as Chief Development Officer on October 31, 2025.
- Departure is treated as a 'qualifying termination' under the Senior Executive Severance Plan (SESP).
- Severance includes cash equal to annual base salary paid in installments and prorated 2025 Annual Bonus.
- The company expects accelerated vesting of 12,489 Restricted Stock Units (RSUs) scheduled for April and May 2026.
- Separation agreement will include customary protective covenants: non-competition, non-solicitation, and non-disparagement.
Portillo's Inc. announced the departure of President and CEO Michael Osanloo, effective September 21, 2025, and the appointment of Board Chair Michael A. Miles, Jr. as Interim CEO. This 8-K/A filing provides specific details regarding the significant severance package for the outgoing CEO and the compensation structure for the interim leadership.
🚩 Red Flags
- Sudden departure of the CEO (President and Chief Executive Officer).
- Significant cash/equity outflow for severance: 18 months of salary plus bonus and benefits for Osanloo.
- High-cost interim compensation structure involving substantial monthly RSU grants ($400k/month fair value).
📋 Key Facts
- Michael Osanloo departed as President and CEO effective September 21, 2025.
- Michael A. Miles, Jr. (Board Chair) appointed as Interim President and CEO.
- Interim CEO compensation includes a $60,000 annualized base salary and an initial RSU grant with a fair value of $1,200,000 vesting after one year.
- Post-initial term, the Interim CEO receives monthly RSU grants with a fair value of $400,000 each.
- Osanloo's severance includes 18 months of base salary continuation and 18 months of medical/dental/vision coverage.
- Osanloo is subject to a two-year non-competition covenant and must provide consulting services through December 20, 2025.
Portillo's Inc. announced the departure of President and CEO Michael Osanloo, effective September 21, 2025. The Board has appointed Chairman Michael A. Miles, Jr. as interim CEO while initiating a global search for a permanent successor.
🚩 Red Flags
- Sudden departure of the Chief Executive Officer.
- Leadership vacuum during the transition period while searching for a permanent replacement.
📋 Key Facts
- Michael Osanloo departed as President and CEO on September 21, 2025.
- Osanloo's departure is characterized as 'without cause', entitling him to severance benefits subject to a release agreement.
- Michael A. Miles, Jr. appointed Interim CEO effective September 21, 2025.
- The Board has engaged a global executive search firm to find a permanent CEO.
- Miles's compensation for the interim role is yet to be finalized and will be disclosed via an amendment.
Portillo's Inc. announced its participation in the Piper Sandler Growth Frontiers Conference, featuring a fireside chat with CEO Michael Osanloo and CFO Michelle Hook on September 10, 2025.
📋 Key Facts
- CEO Michael Osanloo and CFO Michelle Hook to participate in a fireside chat at the Piper Sandler Growth Frontiers Conference.
- The event is scheduled for Wednesday, September 10, 2025, at 4:30 p.m. Eastern Time.
- Information was furnished pursuant to Item 7.01 of Form 8-K.
Portillo's Inc. filed an 8-K to announce its second quarter financial results for the period ended June 29, 2025. The filing includes a press release and a supplemental earnings presentation.
📋 Key Facts
- Reporting date: August 5, 2025
- Period covered: Second Quarter ended June 29, 2025
- Includes Exhibit 99.1 (Earnings Press Release) and Exhibit 99.2 (Supplemental Earnings Presentation)
- Filed by CFO Michelle Hook
Portillo's Inc. announced the election of Eugene Lee, Jr. to its Board of Directors and his appointment to the Compensation Committee, effective June 16, 2025.
📋 Key Facts
- Eugene Lee, Jr. elected to the Board of Directors effective June 16, 2025.
- Mr. Lee appointed to the Compensation Committee.
- The Board determined Mr. Lee is an independent director per Nasdaq listing standards.
- No transactions or proposed transactions requiring disclosure under Item 404(a) of Regulation S-K were reported.
Portillo's Inc. reported the results of its 2025 Annual Meeting of Shareholders held on June 10, 2025. The meeting included the election of eight directors, advisory votes on executive compensation and auditor ratification, and the rejection of a shareholder proposal regarding special meetings.
🚩 Red Flags
- Shareholder rejection of the proposal regarding stockholders' ability to call special meetings suggests potential activist friction or governance dissatisfaction (though the board won this vote).
📋 Key Facts
- Annual Meeting held on June 10, 2025.
- Eight directors were elected to serve until the 2026 annual meeting.
- Shareholders approved compensation for Named Executive Officers (NEOs) on an advisory basis.
- Deloitte & Touche LLP was ratified as the independent auditor for fiscal year 2025.
- A shareholder proposal regarding stockholders' ability to call special meetings was rejected (25.8M For vs 28.3M Against).
- Record date for voting was April 11, 2025.
Portillo's Inc. filed an 8-K to announce its financial results for the first quarter ended March 30, 2025. The filing includes a press release and a supplemental earnings presentation.
📋 Key Facts
- Reporting period: First Quarter ended March 30, 2025.
- Filing date: May 6, 2025.
- Includes Exhibit 99.1 (Earnings Press Release) and Exhibit 99.2 (Supplemental Earnings Presentation).
- Signed by Michelle Hook, Chief Financial Officer and Treasurer.
Portillo's Inc. has entered into a Cooperation Agreement with Engaged Capital, LLC to avoid a proxy contest. The agreement includes the appointment of a new director with restaurant industry experience and a standstill provision for the investor.
🚩 Red Flags
- Settlement of a proxy contest/activist investor dispute often indicates underlying shareholder dissatisfaction with current management or board composition.
📋 Key Facts
- Entered into a Cooperation Agreement with Engaged Group (Engaged Capital, LLC and affiliates) on April 28, 2025.
- The Board will appoint one new director from candidates approved by both the Nominating Committee and the Engaged Group.
- The Engaged Group has withdrawn its notice of director nominations for the 2025 Annual Meeting and its books and records demand.
- Engaged Group agrees to vote all shares in favor of Board-recommended nominees, subject to certain exceptions.
- The agreement includes customary standstill restrictions and non-disparagement clauses.
- Company will reimburse Engaged Group for documented expenses up to $300,000 related to the agreement and 2025 Annual Meeting.
- Agreement terminates approximately 120 days before the first anniversary of the 2025 Annual Meeting.
Portillo's Inc. filed an 8-K to announce its fourth quarter financial results for the period ended December 29, 2024. The filing includes a press release and a supplemental earnings presentation.
📋 Key Facts
- Reporting period: Fourth quarter ended December 29, 2024.
- Filing date: February 25, 2025.
- Included exhibits: Press release (Exhibit 99.1) and Supplemental Earnings Presentation (Exhibit 99.2).
- The information is provided under Item 7.01 (Regulation FD Disclosure) and not considered 'filed' for purposes of Section 18 liability.
Portillo's Inc. entered into an amendment to its existing credit agreement on January 27, 2025, establishing a $250 million Term Loan A facility and a $150 million Revolving Credit Facility. The proceeds are intended for refinancing existing debt, general corporate purposes, working capital, and other permitted activities.
🚩 Red Flags
- Debt is secured by a lien on substantially all of the Borrower's assets (fixed assets and intangibles).
📋 Key Facts
- Established a $250 million Term Loan A facility.
- Established a $150 million Revolving Credit Facility.
- Total new credit capacity of $400 million.
- Facilities mature on January 27, 2030 (5-year term).
- Interest rates for Base Rate Loans range from 1.00% to 1.75%.
- Interest rates for Tranche Rate Loans range from 2.00% to 2.75%, based on Consolidated Total Net Rent Adjusted Leverage.
- Amortization schedule: 2.5% quarterly (years 1-2), 5.0% quarterly (years 3-4), and 10.0% in the final year.
- Collateral includes substantially all of the Borrower's assets, including fixed assets and intangibles.
Portillo's Inc. announced its participation in the 2025 ICR Conference scheduled for January 14, 2025. The company's top executives will present at the event.
📋 Key Facts
- Participation in the 2025 ICR Conference on Tuesday, January 14, 2025, at 11:00 a.m. ET.
- Presenters include CEO Michael Osanloo, CFO Michelle Hook, and CIO Keith Correia.
- The filing includes an investor presentation as Exhibit 99.1.
Portillo's Inc. announced the election of Jack Hartung to its Board of Directors and his appointment to the Audit Committee, effective January 9, 2025.
📋 Key Facts
- Jack Hartung elected to the Board of Directors on January 9, 2025.
- Mr. Hartung appointed to the Audit Committee.
- The Board determined Mr. Hartung is an independent director per Nasdaq listing standards.
- No transactions or proposed transactions required disclosure under Item 404(a) of Regulation S-K.
Portillo's Inc. announced the appointment of Tony Darden as Chief Operating Officer, effective December 9, 2024. Mr. Darden joins from Jack in the Box and brings extensive multi-concept restaurant leadership experience.
📋 Key Facts
- Tony Darden appointed as Chief Operating Officer (COO) effective December 9, 2024.
- Mr. Darden most recently served as SVP and COO of Jack in the Box (NASDAQ: JACK).
- Base salary set at $465,000 per year.
- Discretionary annual bonus target is 75% of base salary.
- Compensation includes RSUs valued at $200,000 (2-year vesting) and a one-time equity award of $110,000 in RSUs and $110,000 in Performance RSUs.
- Annual Long-Term Equity Plan target is $650,000 (split 50/50 between RSUs and PSUs).
Portillo's Inc. announced its participation in the Furey Research Partners Hidden Gems Conference, where CEO Michael Osanloo and CFO Michelle Hook will present on November 26, 2024.
📋 Key Facts
- Company executives (CEO Michael Osanloo and CFO Michelle Hook) are presenting at the Furey Research Partners Hidden Gems Conference.
- The presentation took place on Tuesday, November 26, 2024, at 9:00 a.m. ET.
- Information was furnished under Item 7.01 (Regulation FD Disclosure) and is not considered 'filed' for purposes of Section 18 of the Exchange Act.
Portillo's Inc. filed an 8-K to announce its third quarter financial results for the period ended September 29, 2024. The filing includes a press release and a supplemental earnings presentation.
📋 Key Facts
- Reporting period: Third Quarter ended September 29, 2024
- Filing date: November 5, 2024
- Included Exhibit 99.1: Earnings press release
- Included Exhibit 99.2: Supplemental earnings presentation
Portillo's Inc. filed an 8-K to furnish an investor presentation via Item 7.01 (Regulation FD Disclosure). The filing contains no material changes to operations, finances, or governance.
📋 Key Facts
- The company posted an investor presentation to its website as Exhibit 99.1.
- The information is furnished under Item 7.01 and is not considered 'filed' for purposes of Section 18 liability.
- Filed on October 7, 2024.
Portillo's Inc. announced its participation in the Piper Sandler Growth Frontiers Conference, where CEO Michael Osanloo and CFO Michelle Hook will present on September 11, 2024.
📋 Key Facts
- Management participation: CEO Michael Osanloo and CFO Michelle Hook to present at the conference.
- Conference Name: Piper Sandler Growth Frontiers Conference.
- Presentation Date: Wednesday, September 11, 2024, at 12:00 p.m. ET.
- The presentation was furnished under Item 7.01 and is not considered 'filed' for purposes of Section 18.
Portillo's Inc. filed an 8-K to announce its second quarter financial results for the period ended June 30, 2024. The filing includes a press release and a supplemental earnings presentation.
📋 Key Facts
- Reporting of Q2 2024 financial results (ended June 30, 2024).
- Filing date: August 6, 2024.
- Includes Exhibit 99.1 (Press Release) and Exhibit 99.2 (Supplemental Earnings Presentation).
This 8-K/A amendment provides updated details regarding the separation agreement for Derrick Pratt, who is departing from his role as Chief Operating Officer effective June 30, 2024.
🚩 Red Flags
- Departure of a C-suite officer (COO) can sometimes signal internal friction or strategic shifts, though the filing characterizes this as a 'qualifying termination' under the SESP.
📋 Key Facts
- Derrick Pratt to depart as COO effective June 30, 2024.
- Separation Agreement entered into on July 17, 2024.
- Severance includes 6 months of Annual Base Salary paid over a six-month period.
- Includes prorated 2024 Annual Bonus and COBRA reimbursement.
- Outplacement services valued up to $25,000 for 12 months.
- Acceleration of vesting for 24,334 pre-IPO nonqualified stock options and 20,834 RSUs effective June 30, 2024.
Portillo's Inc. reported the results of its 2024 Annual Meeting of Shareholders held on June 3, 2024. The meeting included the election of seven directors, advisory votes on executive compensation and frequency, and the ratification of Deloitte & Touche LLP as independent auditor.
📋 Key Facts
- Annual Meeting held on June 3, 2024.
- Seven directors were elected to serve until the 2025 annual meeting: Michael Osanloo, Ann Bordelon, Paulette R. Dodson, Noah Glass, Gerard J. Hart, Joshua A. Lutzker, and Michael A. Miles Jr.
- Shareholders approved executive compensation on an advisory basis (Say-on-Pay).
- Shareholders voted for 'One Year' frequency regarding the advisory vote on executive compensation.
- Deloitte & Touche LLP was ratified as the independent auditor for fiscal year 2024.
Portillo's Inc. announced its participation in the William Blair 44th Annual Growth Stock Conference. The company's CEO and CFO are scheduled to present on June 4, 2024.
📋 Key Facts
- Participation in William Blair’s 44th Annual Growth Stock Conference.
- Presentation by CEO Michael Osanloo and CFO Michelle Hook on Tuesday, June 4, 2024, at 10:20 a.m. ET.
- Investor presentation provided as Exhibit 99.1.
Portillo's Inc. announced the departure of Chief Operating Officer Derrick Pratt, effective June 30, 2024. The departure is characterized as a qualifying termination under the company's Senior Executive Severance Plan.
🚩 Red Flags
- Departure of a C-suite officer (COO) can sometimes signal internal friction or strategic shifts, though the 'qualifying termination' label suggests a structured exit rather than a sudden firing for cause.
📋 Key Facts
- Derrick Pratt will depart as COO on June 30, 2024.
- Departure treated as a 'qualifying termination' under the Senior Executive Severance Plan (SESP).
- Severance includes cash equal to Annual Base Salary paid in installments and a prorated 2024 Annual Bonus.
- COBRA reimbursement for health insurance costs is included in the separation package.
- Outplacement services valued up to $25,000 are provided for up to 12 months.
- Accelerated vesting of 24,334 pre-IPO nonqualified stock options and 20,834 Restricted Stock Units (RSUs) scheduled for later in 2024.
Portillo's Inc. filed an 8-K to announce its financial results for the first quarter ended March 31, 2024. The filing includes a press release and a supplemental earnings presentation.
📋 Key Facts
- Reporting period: First Quarter ended March 31, 2024
- Filing date: May 7, 2024
- Includes Exhibit 99.1 (Earnings Press Release) and Exhibit 99.2 (Supplemental Earnings Presentation)
Portillo's Inc. announced its participation in two upcoming investor conferences featuring the CEO and CFO. The company provided a presentation to be used during these fireside chats.
📋 Key Facts
- CEO Michael Osanloo and CFO Michelle Hook will present at the BofA Securities 2024 Consumer & Retail Conference on March 12, 2024.
- Management will also speak at the UBS Global Consumer & Retail Conference on March 14, 2024.
- The company furnished an investor presentation as Exhibit 99.1.
Portillo's Inc. entered into a stock unit and purchase agreement to facilitate a 'synthetic secondary' public offering of 8,000,000 shares. The transaction involves purchasing units from Berkshire Partners LLC affiliates and other stockholders at $14.37 per share.
🚩 Red Flags
- Significant dilution potential due to the issuance of 8,000,000 new/offered shares.
📋 Key Facts
- Entered into Stock Unit and Purchase Agreement on February 27, 2024.
- The offering consists of 8,000,000 shares of Class A common stock.
- Purchase price is $14.37 per share, totaling approximately $114.96 million in aggregate purchase price.
- Underwriter: BofA Securities, Inc.
- Includes a 30-day option for the underwriter to purchase up to an additional 1,200,000 shares.
- The transaction is described as a 'synthetic secondary' public offering.
Portillo's Inc. filed an 8-K to announce its financial results for the fiscal year ended December 31, 2023. The filing includes a press release and a supplemental earnings presentation.
📋 Key Facts
- Reporting period: Fiscal year ended December 31, 2023.
- Filing date: February 27, 2024.
- The company released financial results via Exhibit 99.1 (press release) and a supplemental presentation in Exhibit 99.2.
Portillo's Inc. announced its participation in the ICR Conference 2024, where CEO Michael Osanloo and CFO Michelle Hook will participate in a fireside chat. The company provided an investor presentation as part of this regulatory disclosure.
📋 Key Facts
- Company to participate in ICR Conference on January 9, 2024.
- CEO Michael Osanloo and CFO Michelle Hook are scheduled for a fireside chat.
- An investor presentation was released as Exhibit 99.1.