الإحصائيات الأساسية
| CIK | 1871509 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Portillo's Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| August 5, 2025 |
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): August 5, 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) (Com |
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| August 5, 2025 |
exhibit992ptloq22025earn Second Quarter Earnings Supplemental August 5, 2025 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS & NON-GAAP MEASURES This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 29, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Exact n |
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| August 5, 2025 |
Portillo’s Inc. Announces Second Quarter 2025 Financial Results Portillo’s Inc. Announces Second Quarter 2025 Financial Results Oak Brook, IL— August 5, 2025—Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the one-of-a-kind restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the second quarter ended June 29, 2025. Second Quarter 2025 Performance Highlights (vs. Second Quarter 2024): •Total reve |
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| June 16, 2025 |
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): 6/16/2025 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) (Commissi |
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| June 16, 2025 |
Portillo’s Adds Veteran Restaurant Leader Gene Lee to Board of Directors Former CEO Brings a Wealth of Industry Operations Expertise CHICAGO, June 16, 2025 – Portillo’s (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today announced the appointment of Eugene I. |
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| June 13, 2025 |
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): 6/10/2025 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) (Commissi |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Exact |
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| May 6, 2025 |
Offer letter from Portillo's Hot Dogs, LLC to Michael Ellis, as of August 2, 2022 Portillo’s Hot Dogs, LLC • 2001 Spring Road, Suite 400, Oak Brook, I L 60523-3930 • (630) 954-3773 • Fax (630) 954-5851 • www. |
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| May 6, 2025 |
Portillo’s Inc. Announces First Quarter Financial Results Portillo’s Inc. Announces First Quarter Financial Results Chicago, IL— May 6, 2025—Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the first quarter ended March 30, 2025. Financial Highlights for the First Quarter 2025 vs. First Quarter 2024: •Total revenue increased 6.4% or $ |
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| May 6, 2025 |
Portillo’s Inc. Supplemental Earnings Presentation exhibit992ptloearningssu |
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| May 6, 2025 |
Offer letter from Portillo's Hot Dogs, LLC to Kelly Kaiser, as of July 10, 2023 Portillo’s Hot Dogs, LLC • 2001 Spring Road, Suite 400, Oak Brook, I L 60523-3930 • (630) 954-3773 • Fax (630) 954-5851 • www. |
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| May 6, 2025 |
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): May 6, 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) (Commis |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 29, 2025 |
United States Securities and Exchange Commission Washington, DC 20549 Notice of Exempt Solicitation United States Securities and Exchange Commission Washington, DC 20549 Notice of Exempt Solicitation 1. |
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| April 28, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Portillo’s Announces Plan to Further Strengthen Board Through Cooperation Agreement with Engaged Capital Parties will work together to identify a new director with restaurant operations experience. CHICAGO, April 28, 2025 - Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favori |
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| April 28, 2025 |
Exhibit 10.1 EXECUTION VERSION COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2025, by and among Portillo’s Inc., a Delaware corporation (the “Company”), and the persons and entities set forth on Exhibit A hereto (collectively, the “Engaged Group” and, for clarity, as applicable, including each member thereof acting individually). The C |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin |
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| April 28, 2025 |
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): April 28, 2025 PORTILLO’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-40951 87-1104304 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 28, 2025 |
any's Form 8-K filed on April 28, 2025) Exhibit 10.1 EXECUTION VERSION COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2025, by and among Portillo’s Inc., a Delaware corporation (the “Company”), and the persons and entities set forth on Exhibit A hereto (collectively, the “Engaged Group” and, for clarity, as applicable, including each member thereof acting individually). The C |
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| April 28, 2025 |
Press Release, dated April 28, 2025 Exhibit 99.1 FOR IMMEDIATE RELEASE Portillo’s Announces Plan to Further Strengthen Board Through Cooperation Agreement with Engaged Capital Parties will work together to identify a new director with restaurant operations experience. CHICAGO, April 28, 2025 - Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favori |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 28, 2025 |
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): April 28, 2025 PORTILLO’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-40951 87-1104304 (State or other jurisdiction of incorporation) (Commission File Nu |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| February 25, 2025 |
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): February 25, 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) ( |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Exact na |
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| February 25, 2025 |
Subsidiaries of Portillo's Inc. Exhibit 21 Subsidiaries of the Registrant Legal Name State of Incorporation PHD Group Holdings LLC Delaware PHD Intermediate LLC Delaware Portillo’s Holdings, LLC Delaware Portillo’s Hot Dogs, LLC Delaware PHD Card Services, LLC Florida |
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| February 25, 2025 |
Portillo’s Inc. Announces Fourth Quarter and Fiscal Year 2024 Financial Results Portillo’s Inc. Announces Fourth Quarter and Fiscal Year 2024 Financial Results Chicago, IL— February 25, 2025—Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the fourth quarter and fiscal year ended December 29, 2024. “We ended the year with solid momentum, supported by key i |
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| February 25, 2025 |
24, 2025 (incorporated by reference to the Company's For EXECUTION VERSION AMENDMENT TO TAX RECEIVABLE AGREEMENT This Amendment to Tax Receivable Agreement (the “Amendment”) is entered into as of January 24, 2025, by and among, Portillo’s Inc. |
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| February 25, 2025 |
exhibit992ptloearningssu Fourth Quarter Earnings Supplemental February 25, 2025 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS & NON-GAAP MEASURES This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). |
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| February 25, 2025 |
itted as permitted by Item 601(b)(2) of Regulation S-K and will be supp EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of January 27, 2025 (the “First Amendment Effective Date”) by and among PORTILLO’S HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), PHD INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), the other Guarantors party hereto, the Lenders party hereto, Fifth Third Bank, National Association, as the administrative agent (in such capacity, the “Administrative Agent”), the L/C Issuer, and the Swing Line Lender. |
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| January 27, 2025 |
EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of January 27, 2025 (the “First Amendment Effective Date”) by and among PORTILLO’S HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), PHD INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), the other Guarantors party hereto, the Lenders party hereto, Fifth Third Bank, National Association, as the administrative agent (in such capacity, the “Administrative Agent”), the L/C Issuer, and the Swing Line Lender. |
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| January 27, 2025 |
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 27, 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) (C |
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| January 13, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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) (C |
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| January 13, 2025 |
© 2025 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 1 © 2025 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 2 © 2025 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or par |
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| January 10, 2025 |
Portillo’s Adds Industry Veteran Jack Hartung to Board of Directors Appointment Fortifies Acceleration of Portillo’s Growth CHICAGO, January 10, 2025 – Portillo’s (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today announced the appointment of Jack Hartung, President and Chief Strategy Officer at Chipotle, to Portillo’s Board of Directors, effective immediately. |
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| January 10, 2025 |
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 10, 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) (C |
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| December 2, 2024 |
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): December 2, 2024 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) (C |
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| December 2, 2024 |
Portillo’s Appoints Tony Darden as Chief Operating Officer Restaurant industry veteran brings three decades of operational expertise to support Portillo’s national growth CHICAGO, December 2, 2024 – Portillo’s (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today announced the appointment of Tony Darden as Chief Operating Officer (COO). |
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| November 26, 2024 |
© 2024 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 1 © 2024 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 2 • © 2024 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or p |
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| November 26, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 26, 2024 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) ( |
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| November 14, 2024 |
SC 13G/A 1 ptloa2111424.htm ORBIS INVESTMENT MANAGEMENT LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Portillo's Inc. (Name of Issuer) Class A Common Stock, $0.01 par value (Title of Class of Securities) 73642K106 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this |
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| November 13, 2024 |
PTLO / Portillo's Inc. / Berkshire Partners Holdings LLC - SC 13G/A Passive Investment SC 13G/A 1 d812533dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 3) Under the Securities Exchange Act of 1934 PORTILLO’S INC. (Name of Issuer) Class A common stock, par value $0.01 per share (Title of Class of Securities) 73642K106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Chec |
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| November 5, 2024 |
Portillo’s Inc. Announces Third Quarter 2024 Financial Results Portillo’s Inc. Announces Third Quarter 2024 Financial Results Chicago, IL— November 5, 2024—Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the third quarter ended September 29, 2024. Michael Osanloo, President and Chief Executive Officer of Portillo’s, said, “While our top l |
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| November 5, 2024 |
Third Quarter Earnings Supplemental November 5, 2024 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS & NON-GAAP MEASURES This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). |
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| November 5, 2024 |
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): November 5, 2024 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) (C |
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| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 29, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Ex |
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| October 7, 2024 |
REVENUE SUMMARY - Q1 2024 & Q1 2023 Quarter Ended March 31, 2024 March 26, 2023 $ Change % Change Same-restaurant sales (69 restaurants) (1) (3) $ 138,166 $ 139,775 $ (1,609) (1. |
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| October 7, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): October 7, 2024 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) (Co |
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| September 11, 2024 |
© 2024 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 1 © 2024 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 2 © 2024 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or par |
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| September 11, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 11, 2024 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) |
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| August 15, 2024 |
EX-99.1 2 ex991to13d0945505808152024.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Class A Common Stock, $0.01 par val |
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| August 15, 2024 |
PTLO / Portillo's Inc. / Engaged Capital LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Portillo’s Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 73642K106 (CUSIP Number) GLENN W. WELLIN |
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| August 6, 2024 |
Portillo’s Inc. Announces Second Quarter 2024 Financial Results Portillo’s Inc. Announces Second Quarter 2024 Financial Results Chicago, IL— August 6, 2024—Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the second quarter ended June 30, 2024. Michael Osanloo, President and Chief Executive Officer of Portillo’s, said, “We deliv |
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| August 6, 2024 |
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): August 6, 2024 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) (Com |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Exact n |
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| August 6, 2024 |
(incorporated by reference to the Company's Form 10-Q filed on Portillo’s Hot Dogs, LLC • 2001 Spring Road, Suite 400, Oak Brook, I L 60523-3930 • (630) 954-3773 • www. |
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| August 6, 2024 |
exhibit992ptloearningssu Second Quarter Earnings Supplemental August 6, 2024 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS & NON-GAAP MEASURES This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). |
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| July 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2024 PORTILLO'S INC. (Exact name of registrant as specified in its charter) Delaware 001-40951 87-1104304 (State or other jurisdiction of incorporation or |
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| June 5, 2024 |
Submission of Matters to a Vote of Security Holders 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 3, 2024 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) (Commi |
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| June 4, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 4, 2024 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) (Commi |
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| June 4, 2024 |
© 2024 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 1 © 2024 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 2 © 2024 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or par |
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| May 30, 2024 |
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): May 29, 2024 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) (Commi |
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| May 7, 2024 |
Employment Agreement between PHD Group Holdings LLC and EMPLOYMENT AGREEMENT TIDS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of August 1, 2014, by and between Susan Shelton ("Executive") and PHD Group Holdings LLC (the ''Company''). |
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| May 7, 2024 |
Agreement under Portillo's Inc. 2021 Equity Incentive Plan FORM OF PSU AWARD AGREEMENT Portillo’s Inc. 2021 Equity Incentive Plan Performance Stock Unit Award Agreement This Performance Stock Unit Award Agreement (this “Agreement”) is made by and between Portillo’s Inc., a Delaware corporation (the “Company”), and (the “Participant”), effective as of , 202 (the “Date of Grant”). RECITALS WHEREAS, the Company has adopted the Portillo’s Inc. 2021 Equity Inc |
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| May 7, 2024 |
Agreement under Portillo's Inc. 2021 Equity Incentive Plan FORM OF OPTION AWARD AGREEMENT Portillo’s Inc. 2021 Equity Incentive Plan Stock Option Award Agreement This Stock Option Award Agreement (this “Agreement”) is made by and between Portillo’s Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”). RECITALS WHEREAS, the Company has adopted the Portillo’s Inc. 2021 Equity Incentive Plan (th |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Exact |
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| May 7, 2024 |
Portillo’s Inc. Announces First Quarter 2024 Financial Results Portillo’s Inc. Announces First Quarter 2024 Financial Results Chicago, IL— May 7, 2024—Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the first quarter ended March 31, 2024. Michael Osanloo, President and Chief Executive Officer of Portillo’s, said “It’s an excit |
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| May 7, 2024 |
exhibit992ptloearningssu First Quarter Earnings Supplemental May 7, 2024 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS & NON-GAAP MEASURES This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). |
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| May 7, 2024 |
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): May 7, 2024 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) (Commis |
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| May 7, 2024 |
Agreement under Portillo's Inc. 2021 Equi FORM OF RSU AWARD AGREEMENT Portillo’s Inc. 2021 Equity Incentive Plan Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Portillo’s Inc., a Delaware corporation (the “Company”), and (the “Participant”), effective as of , 202 (the “Date of Grant”). RECITALS WHEREAS, the Company has adopted the Portillo’s Inc. 2021 Equity Incen |
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| May 7, 2024 |
(incorporated by reference to the Company's Form 10-Q filed on May 7, 2024). PORTILLO’S INC. SENIOR EXECUTIVE SEVERANCE PLAN ARTICLE I PURPOSE The purpose of this Senior Executive Severance Plan (this “Plan”) is to provide severance benefits to certain eligible employees of Portillo’s Inc., a Delaware corporation (the “Company”), and its Affiliates, who experience a Qualifying Termination under the conditions described in this Plan. Capitalized terms used herein without de |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin |
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| March 12, 2024 |
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): March 12, 2024 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) (Com |
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| March 12, 2024 |
exhibit991-ptloinvestorp © 2024 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 1 © 2024 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 2 © 2024 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential |
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| March 4, 2024 |
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): February 27, 2024 Portillo’s Inc. (Exact name of registrant as specified in its charter) Commission file number 1-40951 Delaware 87-1104304 (State of incorporation) (I.R.S. Employer I |
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| March 4, 2024 |
EX-10.1 Exhibit 10.1 STOCK AND UNIT PURCHASE AGREEMENT THIS STOCK AND UNIT PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 27, 2024 by and among Portillo’s Inc., a Delaware corporation (the “Company”), and certain persons listed on Schedule I hereto (each such securityholder a “Seller” and collectively, the “Sellers”). BACKGROUND A. The Board of Directors of the Company (the “ |
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| March 4, 2024 |
EX-1.1 Exhibit 1.1 Portillo’s Inc. Class A Common Stock, Par Value $0.01 Per Share Underwriting Agreement February 28, 2024 BofA Securities, Inc. One Bryant Park New York, NY 10036 Ladies and Gentlemen: Portillo’s Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Sc |
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| March 1, 2024 |
8,000,000 Shares Portillo’s Inc. Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-268340 PROSPECTUS SUPPLEMENT (To Prospectus dated November 14, 2022) 8,000,000 Shares Portillo’s Inc. Class A Common Stock We are offering 8,000,000 shares of our Class A common stock. We intend to use all of the net proceeds from this offering to purchase LLC Units (as defined herein) from certain Continuing Pre-IPO LLC Membe |
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| March 1, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form 424(b)(5) (Form Type) Portillo’s Inc. |
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| February 29, 2024 |
Free Writing Prospectus dated February 28, 2024 Free Writing Prospectus dated February 28, 2024 Relating to Prospectus dated November 14, 2022 Filed Pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No. |
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| February 27, 2024 |
Portillo's Inc. Incentive-Based Compensation Recovery Policy Exhibit 97 PORTILLO’S INC. Incentive-Based Compensation Recovery Policy Section 1. Introduction. The board of directors (the “Board”) of Portillo’s Inc. (the “Company”) has adopted this policy (the “Policy”) to provide for the recovery by the Company, in the event of a Recovery Trigger (as defined below), of certain incentive-based compensation received by certain current and former executive offi |
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| February 27, 2024 |
Portillo’s Inc. Announces Fourth Quarter and Fiscal Year 2023 Financial Results Portillo’s Inc. Announces Fourth Quarter and Fiscal Year 2023 Financial Results Chicago, IL— February 27, 2024—Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the fourth quarter and fiscal year ended December 31, 2023. Michael Osanloo, President and Chief Executive |
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| February 27, 2024 |
ortillo's Inc. Insider Trading Compliance Policy Exhibit 19 INSIDER TRADING COMPLIANCE POLICY PURPOSE This Insider Trading Compliance Policy (this “Policy”) provides guidelines with respect to transactions in the securities of Portillo’s, Inc. |
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| February 27, 2024 |
Subsidiaries of Portillo's Inc. Exhibit 21 Subsidiaries of the Registrant Legal Name State of Incorporation PHD Group Holdings LLC Delaware PHD Intermediate LLC Delaware Portillo’s Holdings, LLC Delaware Portillo’s Hot Dogs, LLC Delaware PHD Card Services, LLC Florida |
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| February 27, 2024 |
Fourth Quarter Earnings Supplemental February 27, 2024 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS & NON-GAAP MEASURES This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). |
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| February 27, 2024 |
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): February 27, 2024 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) ( |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Exact na |
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| February 14, 2024 |
SC 13G/A 1 ptloa121424.htm ORBIS INVESTMENT MANAGEMENT LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Portillo's Inc. (Name of Issuer) Class A Common Stock, $0.01 par value (Title of Class of Securities) 73642K106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this S |
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| February 13, 2024 |
PTLO / Portillo's Inc. / Berkshire Partners Holdings LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 PORTILLO’S INC. (Name of Issuer) Class A common stock, par value $0.01 per share (Title of Class of Securities) 73642K106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| February 13, 2024 |
PTLO / Portillo's Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01722-portillosincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Portillo's, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 73642K106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to |
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| January 9, 2024 |
a8-k1924exhibit991 © 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 1 © 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 2 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS & NON-GAAP MEASURES © 2019 Portillo’s Hot Dogs | |
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| January 9, 2024 |
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 9, 2024 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) (Co |
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| November 2, 2023 |
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): November 2, 2023 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) (C |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 24, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Ex |
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| November 2, 2023 |
Portillo’s Inc. Announces Third Quarter 2023 Financial Results Portillo’s Inc. Announces Third Quarter 2023 Financial Results Oak Brook, IL— November 2, 2023—Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the third quarter ended September 24, 2023. Michael Osanloo, President and Chief Executive Officer of Portillo’s, said, “W |
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| November 2, 2023 |
Third Quarter Earnings Supplemental November 2, 2023 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS & NON-GAAP MEASURES This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). |
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| September 19, 2023 |
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): September 19, 2023 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) |
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| September 19, 2023 |
© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 1 © 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 323 © 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or p |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 25, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Exact n |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 26, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 POR |
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| August 3, 2023 |
exhibit992earningssupple Second Quarter Earnings Supplemental August 3, 2023 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS & NON-GAAP MEASURES This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). |
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| August 3, 2023 |
Portillo’s Inc. Announces Second Quarter 2023 Financial Results Portillo’s Inc. Announces Second Quarter 2023 Financial Results Oak Brook, IL— August 3, 2023—Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the second quarter ended June 25, 2023. Michael Osanloo, President and Chief Executive Officer of Portillo’s, said, “We del |
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| August 3, 2023 |
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): August 3, 2023 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) (Com |
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| June 29, 2023 |
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 27, 2023 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) (Comm |
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| May 16, 2023 |
Portillo’s Inc. 2001 Spring Road, Suite 400 Oak Brook, IL 60523 CORRESP Portillo’s Inc. 2001 Spring Road, Suite 400 Oak Brook, IL 60523 VIA EDGAR May 16, 2023 Blaise Rhodes and Rufus Decker U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549-3561 Re: Portillo’s Inc. Form 10-K for Fiscal Year Ended December 25, 2022 Filed March 2, 2023 File No. 001-40951 Dear Blaise Rhodes and |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 4, 2023 |
Exhibit 10.1 Portillo's Hot Dogs, LLC • 200 l Spring Road, Suite 400, Oak Brook, IL 60523-3930 • (630) 954-3773 • Fax (630) 954-5851• www.portillos.com August 10, 2020 Derrick Pratt Via email: [email protected] Dear Derrick: Portillo's Hot Dogs, LLC is delighted to make a contingent offer to you for the position of SVP, Restaurants, reporting directly to Michael Osanloo, CEO. We value your |
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| May 4, 2023 |
exhibit992-ptloearningss First Quarter Earnings Supplemental May 4, 2023 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS & NON-GAAP MEASURES This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). |
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| May 4, 2023 |
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): May 4, 2023 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) (Commis |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 26, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Exact |
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| May 4, 2023 |
Portillo’s Inc. Announces First Quarter 2023 Financial Results Portillo’s Inc. Announces First Quarter 2023 Financial Results Chicago, IL— May 4, 2023—Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the first quarter ended March 26, 2023. Michael Osanloo, President and Chief Executive Officer of Portillo’s, said, “As we celebr |
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| March 10, 2023 |
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): March 7, 2023 Portillo’s Inc. (Exact name of registrant as specified in its charter) Commission file number 1-40951 Delaware 87-1104304 (State of incorporation) (I.R.S. Employer Ident |
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| March 10, 2023 |
Exhibit 1.1 Execution Version Portillo’s Inc. Class A Common Stock, Par Value $0.01 Per Share Underwriting Agreement March 7, 2023 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Portillo’s Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwrite |
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| March 9, 2023 |
8,000,000 Shares Portillo’s Inc. Class A Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-268340 PROSPECTUS SUPPLEMENT (To Prospectus dated November 14, 2022) 8,000,000 Shares Portillo’s Inc. Class A Common Stock We are offering 8,000,000 shares of our Class A common stock. We intend to use all of the net proceeds from this offering to purchase LLC Units (as defined herein) from certain Continuing Pre-IPO LLC |
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| March 9, 2023 |
EX-10.1 Exhibit 10.1 Execution Version STOCK AND UNIT PURCHASE AGREEMENT THIS STOCK AND UNIT PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 3, 2023 by and among Portillo’s Inc., a Delaware corporation (the “Company”), and certain persons listed on Schedule I hereto (each such securityholder a “Seller” and collectively, the “Sellers”). BACKGROUND A. The Board of Directors of the |
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| March 9, 2023 |
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): March 3, 2023 Portillo’s Inc. (Exact name of registrant as specified in its charter) Commission file number 1-40951 Delaware 87-1104304 (State of incorporation) (I.R.S. Employer Ident |
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| March 9, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form 424(b)(5) (Form Type) Portillo’s Inc. |
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| March 7, 2023 |
Free Writing Prospectus dated March 7, 2023 Free Writing Prospectus dated March 7, 2023 Relating to Prospectus dated November 14, 2022 Filed Pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No. |
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| March 2, 2023 |
Subsidiaries of Portillo's Inc. Exhibit 21 Subsidiaries of the Registrant Legal Name State of Incorporation PHD Group Holdings LLC Delaware PHD Intermediate LLC Delaware Portillo’s Holdings, LLC Delaware Portillo’s Hot Dogs, LLC Delaware PHD Card Services, LLC Florida |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 25, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Exact na |
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| March 2, 2023 |
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): March 2, 2023 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) (Comm |
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| March 2, 2023 |
Form of Restricted Stock Award Agreement under Portillo’s Inc. 2021 Equity Incentive Plan Exhibit 10.21 RESTRICTED STOCK AWARD AGREEMENT Portillo’s Inc. 2021 Equity Incentive Plan Restricted Stock Award Agreement This Restricted Stock Award Agreement (this “Agreement”) is made by and between Portillo’s Inc., a Delaware corporation (the “Company”), and (the “Participant”), effective as of December , 2022 (the “Date of Grant”). RECITALS WHEREAS, the Company has adopted the Portillo’s Inc |
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| March 2, 2023 |
exhibit992ptloearningssu Fourth Quarter Earnings Supplemental March 2, 2023 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS & NON-GAAP MEASURES This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). |
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| March 2, 2023 |
Portillo’s Inc. Announces Fourth Quarter and Fiscal Year 2022 Financial Results Portillo’s Inc. Announces Fourth Quarter and Fiscal Year 2022 Financial Results Chicago, IL— March 2, 2023—Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the fourth quarter and fiscal year ended December 25, 2022. Michael Osanloo, President and Chief Executive Off |
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| February 14, 2023 |
US73642K1060 / Portillo's Inc / Berkshire Partners Holdings LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 PORTILLO’S INC. (Name of Issuer) Class A common stock, par value $0.01 per share (Title of Class of Securities) 73642K106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| February 14, 2023 |
SC 13G 1 ptlo21423.htm ORBIS INVESTMENT MANAGEMENT LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Portillo's Inc. (Name of Issuer) Class A Common Stock, $0.01 par value (Title of Class of Securities) 73642K106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the app |
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| February 14, 2023 |
EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| February 14, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Portillo's Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 73642K106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| February 9, 2023 |
US73642K1060 / Portillo's Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Portillo's Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 73642K106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is file |
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| February 6, 2023 |
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): February 2, 2023 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) (C |
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| February 6, 2023 |
DEAL CUSIP: 73641VAJ2 REVOLVER CUSIP: 73641VAK9 TERM LOAN CUSIP: 73641VAL7 CREDIT AGREEMENT Dated as of February 2, 2023 among PHD INTERMEDIATE LLC, as Holdings, PORTILLO’S HOLDINGS, LLC, as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO FROM TIME TO TIME, as Subsidiary Guarantors, FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and Swing Line Lender, FLAGSTAR BANK, N. |
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| January 9, 2023 |
EX-99.1 2 form8-k1923exhibit991.htm EX-99.1 © 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 1 ICR Conference 2023 January 10, 2023 © 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 222 This presentation contains forw |
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| January 9, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 9, 2023 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) (Co |
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| November 17, 2022 |
Exhibit 1.1 Execution Version Portillo?s Inc. Class A Common Stock, Par Value $0.01 Per Share Underwriting Agreement November 14, 2022 BofA Securities, Inc. One Bryant Park New York, New York 10036 Jefferies LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Portillo?s Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated in this agre |
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| November 17, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): November 11, 2022 Portillo?s Inc. (Exact name of registrant as specified in its charter) Commission file number 1-40951 Delaware 87-1104304 (State of incorporation) (I.R.S. Employer I |
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| November 17, 2022 |
Exhibit 10.1 STOCK AND UNIT PURCHASE AGREEMENT THIS STOCK AND UNIT PURCHASE AGREEMENT (this ?Agreement?) is entered into as of November 11, 2022 by and among Portillo?s Inc., a Delaware corporation (the ?Company?), and certain persons listed on Schedule I hereto (each such securityholder a ?Seller? and collectively, the ?Sellers?). BACKGROUND A. The Board of Directors of the Company (the ?Board?) |
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| November 16, 2022 |
8,000,000 Shares Portillo’s Inc. Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-268340 PROSPECTUS SUPPLEMENT (To Prospectus dated November 14, 2022) 8,000,000 Shares Portillo?s Inc. Class A Common Stock We are offering 8,000,000 shares of our Class A common stock. We intend to use all of the net proceeds from this offering to purchase LLC Units (as defined herein) from certain Continuing Pre-IPO LLC Membe |
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| November 16, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form 424(b)(5) (Form Type) Portillo?s Inc. |
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| November 14, 2022 |
Form of Certificate of Class A Common Stock EX-4.1 2 d390538dex41.htm EX-4.1 Exhibit 4.1 NUMBER SHARES 00000000 00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP000000000 THIS CERTIFIES THAT AMERICAN STOCKCOUNTER BY SIGNED IS THE OWNER OF TRANSFERAND & FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE, OF TRUST PORTILLO’S INC. REGISTERED: transferable on the book |
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| November 14, 2022 |
EX-FILING FEES 5 d390538dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Portillo’s, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate O |
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| November 14, 2022 |
Free Writing Prospectus dated November 14, 2022 Free Writing Prospectus dated November 14, 2022 Relating to Prospectus dated November 14, 2022 Filed Pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No. |
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| November 14, 2022 |
As filed with the Securities and Exchange Commission on November 14, 2022 Table of Contents As filed with the Securities and Exchange Commission on November 14, 2022 Registration No. |
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| November 8, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 8, 2022 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) (C |
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| November 8, 2022 |
EX-99.1 2 ptloidpresentationxfina.htm EX-99.1 © 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 1 © 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 222 © 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or |
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| November 3, 2022 |
Portillo’s Inc. Announces Third Quarter 2022 Financial Results Portillo’s Inc. Announces Third Quarter 2022 Financial Results Chicago, IL— November 3, 2022—Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the third quarter ended September 25, 2022. Michael Osanloo, President and Chief Executive Officer of Portillo’s, said, “Our |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 25, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Ex |
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| November 3, 2022 |
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): November 3, 2022 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) (C |
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| November 3, 2022 |
Portillo’s Inc. Supplemental Earnings Presentation ptloearningssupplement92 |
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| August 15, 2022 |
8,000,000 Shares Portillo’s Inc. Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-266642 PROSPECTUS 8,000,000 Shares Portillo’s Inc. Class A Common Stock We are offering 8,000,000 shares of our Class A common stock. Our Class A common stock is listed on Nasdaq Global Select Market (the “Nasdaq”) under the symbol “PTLO.” On August 11, 2022, the last sale price of our Class A common stock as reported on Nasda |
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| August 8, 2022 |
PORTILLO’S INC. 2001 Spring Road, Suite 400 Oak Brook, IL 60523 August 8, 2022 CORRESP 1 filename1.htm PORTILLO’S INC. 2001 Spring Road, Suite 400 Oak Brook, IL 60523 August 8, 2022 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporate Finance 100 F Street NE Washington, D.C. 20549-3561 Attn: Jennie Beysolow Re: Portillo’s Inc. Registration Statement on Form S-1 (File No. 333-266642) Ladies and Gentlemen: We refer to the registration statement on Form |
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| August 8, 2022 |
EX-10.15 4 d382690dex1015.htm EX-10.15 Exhibit 10.15 STOCK AND UNIT PURCHASE AGREEMENT THIS STOCK AND UNIT PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 5, 2022 by and among Portillo’s Inc., a Delaware corporation (the “Company”), and certain persons listed on Schedule I hereto (each such securityholder a “Seller” and collectively, the “Sellers”). BACKGROUND A. The Board of Di |
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| August 8, 2022 |
As filed with the Securities and Exchange Commission on August 8, 2022 Table of Contents As filed with the Securities and Exchange Commission on August 8, 2022 Registration No. |
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| August 8, 2022 |
CORRESP 1 filename1.htm August 8, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Attn: Jennie Beysolow Re: Portillo’s Inc. Registration Statement on Form S-1, as amended (File No. 333-266642) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of |
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| August 8, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Portillo?s Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Fo |
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| August 8, 2022 |
Power of Attorney (included on signature page to this Registration Statement). S-8 1 d338650ds8.htm S-8 As filed with the Securities and Exchange Commission on August 8, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S–8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Portillo’s Inc. (Exact name of registrant as specified in its charter) Delaware 87-1104304 (State or other jurisdiction of incorporation or organ |
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| August 8, 2022 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Portillo’s Inc. |
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| August 8, 2022 |
Form of Underwriting Agreement EX-1.1 2 d382690dex11.htm EX-1.1 Exhibit 1.1 Portillo’s Inc. Class A Common Stock, Par Value $0.01 Per Share Underwriting Agreement August [●], 2022 Jefferies LLC 520 Madison Avenue New York, New York 10022 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: Portillo’ |
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| August 4, 2022 |
Portillo’s Inc. Supplemental Earnings Presentation EX-99.2 3 ptloearningssupplement62.htm EX-99.2 EARNINGS SUPPLEMENT |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 26, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Exact n |
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| August 4, 2022 |
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): August 4, 2022 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) (Com |
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| August 4, 2022 |
Portillo’s Inc. Announces Second Quarter 2022 Financial Results EX-99.1 2 exhibit991earningsrelease6.htm EX-99.1 EARNINGS RELEASE Portillo’s Inc. Announces Second Quarter 2022 Financial Results Chicago, IL— August 4, 2022—Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the second quarter ended June 26, 2022. Michael Osanloo, Pr |
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| August 4, 2022 |
PORTILLO?S INC. 2022 EMPLOYEE STOCK PURCHASE PLAN 1.General; Purpose. (a)The Plan provides a means by which Eligible Employees and/or Eligible Service Providers of either the Company or a Designated Company may be given an opportunity to purchase Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees and/or Eligible Service Providers. (b)The Company, |
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| August 4, 2022 |
Amended and Restated Bylaws of Portillo’s Inc. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PORTILLO?S, INC. (a Delaware corporation) Effective October 20, 2021 ARTICLE I STOCKHOLDERS Section I.01.Annual Meetings. The annual meeting of the stockholders of Portillo?s, Inc. (the ?Corporation?) for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either wi |
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| August 4, 2022 |
Amended and Restated Certificate of Incorporation of Portillo's Inc. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of PORTILLO?S INC. (Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware) Portillo?s Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: FIRST: The name of the Corporation is Portillo?s Inc. The date of filing of its origi |
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| June 27, 2022 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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 22, 2022 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) (Comm |
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| May 23, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Portillo's Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 73642K106 (CUSIP Number) May 16, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| May 9, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 9, 2022 |
DEFA14A 1 d278654ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 27, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Exact |
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| May 5, 2022 |
Amended and Restated Bylaws of Portillo’s Inc. EX-3.2 3 exhibit32amendedandrestate.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PORTILLO’S, INC. (a Delaware corporation) Effective October 20, 2021 ARTICLE I STOCKHOLDERS Section I.01.Annual Meetings. The annual meeting of the stockholders of Portillo’s, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as properly may come before such |
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| May 5, 2022 |
Amended and Restated Certificate of Incorporation of Portillo's Inc. EX-3.1 2 exhibit31amendedandrestate.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of PORTILLO’S INC. (Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware) Portillo’s Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: The name of the Corporation is |
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| May 5, 2022 | ||
| May 5, 2022 |
Portillo’s Inc. Announces First Quarter 2022 Financial Results Portillo?s Inc. Announces First Quarter 2022 Financial Results Chicago, IL? May 5, 2022?Portillo?s Inc. (?Portillo?s? or the ?Company?) (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the first quarter ended March 27, 2022. Michael Osanloo, President and Chief Executive Officer of Portillo?s, said, ?Our unrivale |
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| May 5, 2022 |
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): May 5, 2022 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) (Commis |
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| April 20, 2022 |
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): April 14, 2022 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) (Com |
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| March 10, 2022 |
EX-4.1 2 exhibit41descriptionofsecu.htm EX-4.1 DESCRIPTION OF CAPITAL STOCK Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the Class A common stock, par value $0.01 per share (the “Class A common stock”) of Portillo’s Inc. (the “Company”) which is the only security of the Company registered purs |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 26, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Exact na |
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| March 10, 2022 |
Portillo’s Inc. Announces Fourth Quarter and Fiscal Year 2021 Financial Results Portillo?s Inc. Announces Fourth Quarter and Fiscal Year 2021 Financial Results Chicago, IL? March 10, 2022?Portillo?s Inc. (?Portillo?s? or the ?Company?) (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the fourth quarter and fiscal year ended December 26, 2021. Michael Osanloo, President and Chief Executive Of |
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| March 10, 2022 |
EX-10.9 3 exhibit109registrationrigh.htm EX-10.9 REGISTRATION RIGHTS AGREEMENT Exhibit 10.9 Execution Version REGISTRATION RIGHTS AGREEMENT by and among Portillo’s Inc. and the other parties hereto October 20, 2021 TABLE OF CONTENTS Section 1. Certain Definitions 1 Section 2. Registration Rights 5 2.1. Demand Registrations 5 2.2. Piggyback Registrations 9 2.3. Holdback Agreements 10 2.4. Registrat |
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| March 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 10, 2022 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) (Com |
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| March 10, 2022 |
Subsidiaries of Portillo's Inc. Exhibit 21 Subsidiaries of the Registrant Legal Name State of Incorporation PHD Group Holdings LLC Delaware PHD Intermediate LLC Delaware Portillo?s Holdings, LLC Delaware Portillo?s Hot Dogs, LLC Delaware PHD Card Services, LLC Florida |
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| February 14, 2022 |
EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of Class A common stock, $0. |
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| February 14, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Portillo's Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 73642K106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| February 14, 2022 |
US73642K1060 / Portillo's Inc / Berkshire Partners Holdings LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.) Under the Securities Exchange Act of 1934 PORTILLO?S INC. (Name of Issuer) Class A common stock, par value $0.01 per share (Title of Class of Securities) 73642K106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 10, 2022 |
US73642K1060 / Portillo's Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SC 13G 1 tv01683-portillosincclassa.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Portillo's Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 73642K106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursua |
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| December 23, 2021 |
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): December 17, 2021 PORTILLO’S INC. (Exact name of registrant as specified in its charter) Delaware 001-40951 87-1104304 (State or other jurisdiction of incorporation) (Commission File |
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| December 23, 2021 |
Exhibit 99.1 Portillo?s Announces Appointment of Paulette Dodson to Board of Directors Seasoned legal executive to provide strategic guidance to fast-casual restaurant concept. CHICAGO, December 23, 2021 ? Portillo?s (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of unrivaled Chicago street food, today announced the appointment of Paulette Dodson, General Counsel and Corpora |
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| November 18, 2021 |
Form of Registration Rights Agreement Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT by and among Portillo?s Inc. and the other parties hereto October 20, 2021 TABLE OF CONTENTS Section 1. Certain Definitions 1 Section 2. Registration Rights 5 2.1. Demand Registrations 5 2.2. Piggyback Registrations 9 2.3. Holdback Agreements 10 2.4. Registration Procedures 11 2.5. Registration Expenses 16 2.6. No Required Sale 16 2.7. Indemnification 16 |
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| November 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 26, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. |
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| November 18, 2021 |
EX-3.1 2 exhibit31amendedandrestate.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of PORTILLO’S INC. (Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware) Portillo’s Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: The name of the Corporation is |
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| November 18, 2021 |
Tax Receivable Agreement among Portillo’s Inc. and the Parties named therein Exhibit 10.12 TAX RECEIVABLE AGREEMENT between PORTILLO?S INC. and THE PERSONS NAMED HEREIN Dated as of October 20, 2021 WEIL:\98062175\19\68083.0004 TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.1 Definitions.. 2 Section 1.2 Rules of Construction. 14 Article II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT 15 Section 2.1 Basis Adjustments; LLC 754 Election. 15 Section 2.2 Attribute Sch |
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| November 18, 2021 |
Portillo’s Inc. 2021 Equity Incentive Plan EX-10.4 4 exhibit104portillosinc2021.htm EX-10.4 Exhibit 10.4 PORTILLO’S INC. 2021 EQUITY INCENTIVE PLAN 1.Purpose. The purpose of the Portillo’s Inc. 2021 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is |
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| November 18, 2021 |
Form of Restricted Stock Unit Award Agreement under Portillo’s Inc. 2021 Equity Incentive Plan Exhibit 10.6(a) FORM OF RSU AWARD AGREEMENT Portillo’s Inc. 2021 Equity Incentive Plan Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Portillo’s Inc., a Delaware corporation (the “Company”), and (the “Participant”), effective as of October , 2021 (the “Date of Grant”). RECITALS WHEREAS, the Company has adopted the Portillo |
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| November 18, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PORTILLO?S, INC. (a Delaware corporation) Effective October 20, 2021 ARTICLE I STOCKHOLDERS Section I.01.Annual Meetings. The annual meeting of the stockholders of Portillo?s, Inc. (the ?Corporation?) for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either wi |
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| November 18, 2021 |
Second Amended and Restated LLC Agreement of PHD Group Holdings LLC Exhibit 10.13 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PHD GROUP HOLDINGS LLC Dated as of October 20, 2021 WEIL:\98138660\9\68083.0004 Table of Contents (Continued) Page Article 1 DEFINITIONS AND USAGE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 10 Article 2 THE COMPANY 11 Section 2.01. Formation 11 Section 2.02. Name 11 Se |
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| November 18, 2021 |
Form of Option Award Agreement under Portillo’s Inc. 2021 Equity Incentive Plan Exhibit 10.6(b) FORM OF OPTION AWARD AGREEMENT Portillo’s Inc. 2021 Equity Incentive Plan Stock Option Award Agreement This Stock Option Award Agreement (this “Agreement”) is made by and between Portillo’s Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of October [●], 2021 (the “Date of Grant”). RECITALS WHEREAS, the Company has adopted the Portillo’s Inc. |
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| November 18, 2021 |
Portillo’s Inc Announces Third Quarter 2021 Financial Results Portillo?s Inc Announces Third Quarter 2021 Financial Results Chicago, IL? November 18, 2021?Portillo?s Inc. |
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| November 18, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 18, 2021 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) ( |
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| November 8, 2021 |
DRS 1 filename1.htm Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As submitted confidentially with the Securities and Exchange Commission on November 8, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES |
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| November 5, 2021 |
As filed with the Securities and Exchange Commission on November 5, 2021 As filed with the Securities and Exchange Commission on November 5, 2021 Registration No. |
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| November 5, 2021 |
As filed with the Securities and Exchange Commission on November 5, 2021 As filed with the Securities and Exchange Commission on November 5, 2021 Registration No. |
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| October 29, 2021 |
AGREEMENT OF REPORTING PERSONS EX-99.1 2 s102821b.htm AGREEMENT OF REPORTING PERSONS EXHIBIT 99.1 AGREEMENT OF REPORTING PERSONS The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint fil |
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| October 29, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Portillo's Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 73642K106 (CUSIP Number) October 21, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| October 28, 2021 |
As filed with the Securities and Exchange Commission on October 28, 2021 As filed with the Securities and Exchange Commission on October 28, 2021 Registration No. |
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| October 22, 2021 |
20,270,270 Shares Portillo’s Inc. Class A Common Stock 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-259810 PROSPECTUS 20,270,270 Shares Portillo’s Inc. Class A Common Stock This is an initial public offering of Class A common stock by Portillo’s Inc. We are offering 20,270,270 shares of our Class A common stock. Prior to this offering, there has been no public market for our Class A common stock. The initial public off |
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| October 21, 2021 |
As filed with the Securities and Exchange Commission on October 20, 2021 As filed with the Securities and Exchange Commission on October 20, 2021 Registration No. |
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| October 21, 2021 |
8-A12B 1 d242704d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Portillo’s Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 87-1104304 (I.R.S. E |
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| October 20, 2021 |
As filed with the Securities and Exchange Commission on October 20, 2021 Table of Contents As filed with the Securities and Exchange Commission on October 20, 2021 Registration No. |
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| October 20, 2021 |
PORTILLO’S INC. 2001 Spring Road, Suite 400 Oak Brook, IL 60523 October 20, 2021 CORRESP 1 filename1.htm PORTILLO’S INC. 2001 Spring Road, Suite 400 Oak Brook, IL 60523 October 20, 2021 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporate Finance 100 F Street NE Washington, D.C. 20549-3561 Attn: Stacey Peikin Re: Portillo’s Inc. Registration Statement on Form S-1 (File No. 333-259810) Ladies and Gentlemen: We refer to the registration statement on Form |
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| October 20, 2021 |
October 20, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Attn: Stacey Peikin Re: Portillo’s Inc. Registration Statement on Form S-1, as amended (File No. 333-259810) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “A |
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| October 20, 2021 |
767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax October 20, 2021 VIA EDGAR TRANSMISSION Tony Watson Angela Lumley Stacey Peikin Mara Ransom Staff Attorneys Office of Trade & Service Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D. |
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| October 15, 2021 |
As filed with the Securities and Exchange Commission on October 15, 2021 As filed with the Securities and Exchange Commission on October 15, 2021 Registration No. |
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| October 15, 2021 |
Form of restricted stock unit award agreement under Portillo’s Inc. 2021 Equity Incentive Plan. Exhibit 10.6(a) FORM OF RSU AWARD AGREEMENT Portillo’s Inc. 2021 Equity Incentive Plan Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Portillo’s Inc., a Delaware corporation (the “Company”), and (the “Participant”), effective as of October , 2021 (the “Date of Grant”). RECITALS WHEREAS, the Company has adopted the Portillo |
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| October 15, 2021 |
Form of option award agreement under Portillo’s Inc. 2021 Equity Incentive Plan. EX-10.6.B 3 d184092dex106b.htm EX-10.6.B Exhibit 10.6(b) FORM OF OPTION AWARD AGREEMENT Portillo’s Inc. 2021 Equity Incentive Plan Stock Option Award Agreement This Stock Option Award Agreement (this “Agreement”) is made by and between Portillo’s Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), effective as of October [•], 2021 (the “Date of Grant”). RECITALS WHEREAS, the |
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| October 12, 2021 |
Portillo’s Inc. 2021 Equity Incentive Plan. Exhibit 10.4 PORTILLO’S INC. 2021 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Portillo’s Inc. 2021 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is intended to advance the interests of the Compan |
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| October 12, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 Portillo’s Inc. Class A Common Stock, Par Value $0.01 Per Share Underwriting Agreement [●], 2021 Jefferies LLC 520 Madison Avenue New York, New York 10022 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 BofA Securities, Inc. One Bryant Park New York, New York 10036 Piper Sandler & Co. 800 Nicollet Mall, Suite 800 Minneapolis, Minnesota 55402 As representatives (the “Rep |
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| October 12, 2021 |
As filed with the Securities and Exchange Commission on October 12, 2021 Table of Contents As filed with the Securities and Exchange Commission on October 12, 2021 Registration No. |
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| October 12, 2021 |
767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax October 12, 2021 VIA EDGAR TRANSMISSION Tony Watson Angela Lumley Stacey Peikin Mara Ransom Staff Attorneys Office of Trade & Service Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D. |
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| October 6, 2021 |
Form of Tax Receivable Agreement among Portillo’s Inc. and the TRA Parties Exhibit 10.12 TAX RECEIVABLE AGREEMENT between PORTILLO’S INC. and THE PERSONS NAMED HEREIN Dated as of [●], 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Rules of Construction 14 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT 15 Section 2.1 Basis Adjustments; LLC 754 Election 15 Section 2.2 Attribute Schedule 15 Section 2.3 Tax Benefit Schedul |
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| October 6, 2021 |
Exhibit 10.7 FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?), between Portillo?s Inc., a Delaware corporation (the ?Company?), and the undersigned (?Indemnitee?), dated as of the date last written below, is effective as of the date of the effectiveness of the Company?s Registration Statement on Form S-1 relating to its initial public offering |
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| October 6, 2021 |
As filed with the Securities and Exchange Commission on October 6, 2021 As filed with the Securities and Exchange Commission on October 6, 2021 Registration No. |
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| September 29, 2021 |
EX-3.1 2 d184092dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of PORTILLO’S INC. (Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware) Portillo’s Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: The name of the Corporation is Portillo’s Inc |
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| September 29, 2021 |
Form of Registration Rights Agreement Exhibit 10.14 FORM OF REGISTRATION RIGHTS AGREEMENT by and among Portillo?s Inc. and the other parties hereto , 2021 TABLE OF CONTENTS Section 1. Certain Definitions 1 Section 2. Registration Rights 5 2.1. Demand Registrations 5 2.2. Piggyback Registrations 9 2.3. Holdback Agreements 10 2.4. Registration Procedures 11 2.5. Registration Expenses 16 2.6. No Required Sale 16 2.7. Indemnification 16 2 |
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| September 29, 2021 |
Exhibit 10.13 FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PHD GROUP HOLDINGS LLC Dated as of , 2021 Table of Contents (Continued) Page ARTICLE 1 DEFINITIONS AND USAGE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 10 ARTICLE 2 THE COMPANY 11 Section 2.01. Formation 11 Section 2.02. Name 11 Section 2.03. Term 12 Section 2. |
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| September 29, 2021 |
Form of Certificate of Class A Common Stock. Exhibit 4.1 NUMBER SHARES 00000000 00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP000000000 THIS CERTIFIES THAT AMERICAN STOCKCOUNTER BY SIGNED IS THE OWNER OF TRANSFERAND & FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE, OF TRUST PORTILLO’S INC. REGISTERED: transferable on the books of the Corporation by the holde |
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| September 29, 2021 |
Form of Time Option Award Agreement under 2014 Equity Incentive Plan (Independent Directors). EX-10.5(C) 7 d184092dex105c.htm EX-10.5(C) Exhibit 10.5(c) PHD GROUP HOLDINGS LLC 2014 EQUITY INCENTIVE PLAN CLASS A UNIT OPTION AGREEMENT (Time Vesting) This Option is granted by PHD Group Holdings LLC, a Delaware limited liability company (the “Company”), to [Name of Participant] (the “Participant”), pursuant to this Class A Unit option agreement (the “Agreement”) and the Company’s 2014 Equity I |
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| September 29, 2021 |
Form of Performance Option Award Agreement under 2014 Equity Incentive Plan. EX-10.5(B) 6 d184092dex105b.htm EX-10.5(B) Exhibit 10.5(b) PHD GROUP HOLDINGS LLC 2014 EQUITY INCENTIVE PLAN CLASS A UNIT OPTION AGREEMENT (TIME AND PERFORMANCE VESTING) This Option is granted by PHD Group Holdings LLC, a Delaware limited liability company (the “Company”), to [Name of Participant] (the “Participant”), pursuant to this Class A Unit option agreement (the “Agreement”) and the Company |
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| September 29, 2021 |
Form of Time Option Award Agreement under 2014 Equity Incentive Plan. Exhibit 10.5(a) PHD GROUP HOLDINGS LLC 2014 EQUITY INCENTIVE PLAN CLASS A UNIT OPTION AGREEMENT (Time Vesting) This Option is granted by PHD Group Holdings LLC, a Delaware limited liability company (the “Company”), to [Name of Participant] (the “Participant”), pursuant to this Class A Unit option agreement (the “Agreement”) and the Company’s 2014 Equity Incentive Plan (the “Plan”). All capitalized |
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| September 29, 2021 |
As filed with the Securities and Exchange Commission on September 28, 2021 As filed with the Securities and Exchange Commission on September 28, 2021 Registration No. |
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| September 29, 2021 |
Form of Performance Option Award Agreement under 2014 Equity Incentive Plan (Independent Directors). Exhibit 10.5(d) PHD GROUP HOLDINGS LLC 2014 EQUITY INCENTIVE PLAN CLASS A UNIT OPTION AGREEMENT (TIME AND PERFORMANCE VESTING) This Option is granted by PHD Group Holdings LLC, a Delaware limited liability company (the “Company”), to [Name of Participant] (the “Participant”), pursuant to this Class A Unit option agreement (the “Agreement”) and the Company’s 2014 Equity Incentive Plan (the “Plan”). |
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| September 29, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PORTILLO?S, INC. (a Delaware corporation) Effective , 2021 ARTICLE I STOCKHOLDERS Section 1.01. Annual Meetings. The annual meeting of the stockholders of Portillo?s, Inc. (the ?Corporation?) for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either within or w |
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| September 28, 2021 |
767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax Mercedez Taitt-Harmon (212) 310-8738 Mercedez. |
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| September 27, 2021 |
Bylaws of Portillo’s Inc., as currently in effect. Exhibit 3.4 BYLAWS OF PORTILLO?S INC. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. Unless directors are elected by written consent in lieu of an annual meeting as permitted by the Delaware General Corporation Law, as it may be amended and supplemented from time to time (the ?DGCL?), the annual meeting of stockholders for the election of directors and for the transact |
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| September 27, 2021 |
Exhibit 10.10 Portillo’s Hot Dogs, LLC • 2001 Spring Road, Suite 400, Oak Brook, IL60523-3930 • (630) 954-3773 • Fax (630) 954-5851 • www.portillos.com November 14, 2020 Michelle Hook 23673 N. Crooked Tree Court South Lyon, MI 48178 Via email: [email protected] Dear Michelle: Portillo’s Hot Dogs, LLC is delighted to make a contingent offer to you for the position of Chief Financial Officer repo |
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| September 27, 2021 |
Exhibit 10.11 Portillo?s Hot Dogs, LLC ? 2001 Spring Road, Suite 400, Oak Brook, IL 60523-3930 ? (630) 954-3773 ? Fax (630) 954-5851 ? www.portillos.com May 22, 2019 Jill Waite San Ramon, California Via email: [email protected] Dear Jill: Portillo?s Hot Dogs, LLC is delighted to offer you the position of Chief HR Officer, reporting directly to me. I and my other team members value your experience |
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| September 27, 2021 |
Certificate of Incorporation of Portillo’s Inc., as currently in effect. EX-3.3 2 d184092dex33.htm EX-3.3 Exhibit 3.3 CERTIFICATE OF INCORPORATION OF PORTILLO’S INC. THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law, as amended from time to time (the “DGCL”), hereby certifies that: FIRST: The name of the corporation is Portillo’s Inc. (the “Corporation”). SECOND: The address of the Corporation |
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| September 27, 2021 |
Exhibit 10.2(a) DEAL CUSIP = 73641VAD5 TERM LOAN CUSIP = 73641VAE3 SECOND LIEN CREDIT AGREEMENT Dated as of August 1, 2014 Among PHD INTERMEDIATE LLC, as Holdings, PHD MERGER SUB LLC (to be merged with and into PORTILLO’S HOLDINGS, LLC), as the Borrower, UBS AG, STAMFORD BRANCH, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME UBS SECURITIES LLC and JEFFERIES FINANCE L |
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| September 27, 2021 |
EX-21.1 17 d184092dex211.htm EX-21.1 Exhibit 21.1 List of Subsidiaries Name Formation Jurisdiction PHD Group Holdings LLC Delaware PHD Intermediate LLC Delaware Portillo’s Holdings, LLC Delaware Portillo’s Hot Dogs, LLC Delaware PHD Card Services, LLC Florida C & O Chicago, L.L.C. Illinois The Heart of Portillo’s Fund, Inc Florida |
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| September 27, 2021 |
767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax September 27, 2021 VIA EDGAR TRANSMISSION Tony Watson Angela Lumley Stacey Peikin Mara Ransom Staff Attorneys Office of Trade & Service Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D. |
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| September 27, 2021 |
EX-10.8 13 d184092dex108.htm EX-10.8 Exhibit 10.8 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 3, 2018, by and between Michael Osanloo (“Executive”) and PHD Group Holdings LLC (the “Company”). WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, on the terms set forth in this Agree |
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| September 27, 2021 |
EX-10.2(c) Exhibit 10.2(c) AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENT AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENT, dated as of December 6, 2019 (this “Amendment”), by and among Portillo’s Holdings, LLC, a Delaware limited liability company (the “Borrower”), PHD Intermediate LLC, a Delaware limited liability company (“Holdings”), UBS AG, Stamford Branch, as administrative agent (in such ca |
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| September 27, 2021 |
Power of Attorney (included on signature page). Table of Contents As filed with the Securities and Exchange Commission on September 27, 2021 Registration No. |
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| September 27, 2021 |
Exhibit 10.2(b) Execution Version AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT, dated as of October 25, 2016 (this “Agreement”), by and among Portillo’s Holdings, LLC, a Delaware limited liability company (the “Borrower”), PHD Intermediate LLC, a Delaware limited liability company (“Holdings”), each Term B-2 Lender party hereto, each Lender party |
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| September 27, 2021 |
EX-10.9 14 d184092dex109.htm EX-10.9 Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 1, 2014, by and between Sherri Abruscato (“Executive”) and PHD Group Holdings LLC (the “Company”). WHEREAS, pursuant to that certain Agreement and Plan of Merger (as the same may be amended, modified or supplemented from time to time, the “Merger Agreemen |
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| September 27, 2021 |
EX-10.1(D) 8 d184092dex101d.htm EX-10.1(D) Exhibit 10.1(d) AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT, dated as of December 6, 2019 (this “Amendment”), by and among Portillo’s Holdings, LLC, a Delaware limited liability company (the “Borrower”), PHD Intermediate LLC, a Delaware limited liability company (“Holdings”), each Revolving Credit Lender p |
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| September 27, 2021 |
Exhibit 10.1(b) Execution Version AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of October 25, 2016 (this “Agreement”), by and among Portillo’s Holdings, LLC, a Delaware limited liability company (the “Borrower”), PHD Intermediate LLC, a Delaware limited liability company (“Holdings”), each Term B-2 Lender party hereto, each Lender party he |
