Form 8-K - Current report

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): January 13, 2025

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 7.01. Regulation FD Disclosure.

Portillo’s Inc., a Delaware corporation (the “Corporation”), will be participating in the 2025 ICR Conference on Tuesday, January 14, 2025, at 11:00 a.m. Eastern Time. The Corporation’s Chief Executive Officer, Michael Osanloo, Chief Financial Officer, Michelle Hook, and Chief Information Officer, Keith Correia, will present at the 2025 ICR Conference. A copy of the presentation to be used is attached to this Current Report on Form 8-K as Exhibit 99.1 and is also available on the Corporation’s website at http://investors.portillos.com.

The information contained in this Item 7.01, including the related information set forth in the presentation attached hereto as Exhibit 99.1 and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Cautionary Note Regarding Forward-Looking Statements

This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business, and are based on currently available operating, financial and competitive information which are subject to various risks and uncertainties, so you should not place undue reliance on forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "commit," "estimate," "expect," "forecast," "outlook," "potential," "project," "projection," "plan," "intend," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other similar expressions.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:

•risks related to or arising from our organizational structure;

•risks of food-borne illness and food safety and other health concerns about our food;

•risks relating to the economy and financial markets, including inflation, fluctuating interest rates, stock market activity, or other factors;

•the impact of unionization activities of our Team Members on our reputation, operations and profitability;

•risks associated with our reliance on certain information technology systems, including our new enterprise resource planning system, and potential failures or interruptions;

•privacy and cyber security risks related to information technology systems, including our digital ordering and payment platforms for our delivery business;

•the impact of competition, including from our competitors in the restaurant industry or our own restaurants;

•the increasingly competitive labor market and our ability to attract and retain the best talent and qualified employees;

•the impact of federal, state or local government regulations relating to privacy, data protection, advertising and consumer protection, building and zoning requirements, labor and employment matters, costs of or ability to open new restaurants, or the sale of food and alcoholic beverages;

•the inability to achieve our growth strategy, such as the availability of suitable new restaurant sites in existing and new markets and opening of new restaurants at the anticipated rate and on the anticipated timeline;

•the impact of consumer sentiment and other economic factors on our sales;

•increases in food and other operating costs, tariffs and import taxes, and supply shortages; and

•other risks identified in our filings with the Securities and Exchange Commission (the “SEC”).

All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this presentation in the context of the risks and uncertainties disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 27, 2024, and subsequent filings with the SEC. All of the Company’s SEC filings are available on the SEC’s website at www.sec.gov. The forward-looking statements included in this presentation are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
99.1						2025 ICR Conference Presentation
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: January 13, 2025	By:	/s/ Michelle Hook
		Michelle Hook
		Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

© 2025 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 8 BRAND RANK 1 2 4 6 7 8 9 28 Source: Qualtrics Customer Experience Benchmarks (CXB) – Proprietary benchmark survey fielded monthly. Results represent Q4 2023 to Q1 2024

© 2025 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 9 1. Denton, TX 2. Surprise, AZ 3. Livonia, MI 4. Mansfield, TX 5. Richmond, TX 6. Grapevine, TX (ROTF)(1) 7. Waterford Lakes, FL 8. Orland Park, IL (Drive Thru Only) 9. Katy, TX 10. Willowbrook, TX (ROTF)(1)

© 2025 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 15 • App-less loyalty program driven by Digital Wallet – no download required • Digital card tracks visits and sends offers and recognition badges based on individual habits • Unlocks opportunity to surprise and delight loyal guests with gamification and enhanced experiences

© 2025 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 19 • Drive speed + accuracy • Simplify training and processes • Assist in reducing restaurant size and cost • Enable small-format, high-volume walk-up locations for airport and urban centers • Char items (Polish, Italian Sausage, Combo) • Beef & Cheddar Croissant, Beef Bowls • Jumbo Dogs • Fish Sandwich • Greek Salad & Chicken Pecan Salad • Chicken Noodle Soup • Éclair Cake & Strawberry Shortcake • Alcohol

© 2025 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 26 Keith Correia Chief Information Officer 2024 Tony Darden Chief Operating Officer 2024

© 2025 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 28 Improve Drive Thru Efficiency Launching Loyalty Program Advertising Beyond Chicago Launched Kiosks Optimize the Size of our Box Houston Menu Test

© 2025 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 30 • Internal targets not achieved in 2024 • $6M headwind in 2025 from variable-based compensation assuming targets are met • Like-for-like comparison would result in Adj. EBITDA growth of 13-15%

© 2025 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 34 Source: Qualtrics Customer Experience Benchmarks (CXB) – Proprietary benchmark survey fielded monthly. Results represent Q4 2023 to Q1 2024 Portil o’s Hot Dogs | Al rights reserved | Do not share or duplicate confidential content, in whole or part, without writ en consent

Cover	Jan. 13, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 13, 2025
Entity Registrant Name	PORTILLO'S INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40951
Entity Tax Identification Number	87-1104304
Entity Address, State or Province	IL
Entity Address, Address Line One	2001 Spring Road
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Oak Brook
Entity Address, Postal Zip Code	60523
City Area Code	630
Local Phone Number	954-3773
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 par value per share
Trading Symbol	PTLO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001871509