ptlo-20260505FALSE000187150900018715092026-05-052026-05-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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, 2026
PORTILLO'S INC.
(Exact name of registrant as specified in its charter) | | | | | | | | |
| Delaware | 001-40951 | 87-1104304 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | |
2001 Spring Road, Suite 400, Oak Brook, Illinois 60523 |
| (Address of principal executive offices) |
(630)-954-3773
(Registrant’s telephone number, including area code)
| | |
| N/A |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Class A Common Stock, $0.01 par value per share | PTLO | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 5, 2026, Portillo’s Inc. (NASDAQ: PTLO) issued a press release reporting results for the first quarter ended March 29, 2026. A copy of the earnings press release is attached hereto as Exhibit 99.1.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Michelle Hook as Chief Financial Officer
On April 30, 2026, Michelle Hook informed the Chief Executive Officer and General Counsel and Secretary of Portillo’s Inc. (the “Company”) that she will depart from her role as Chief Financial Officer of the Company, effective May 5, 2026.
The Board has initiated a process to identify her successor and has engaged a leading global executive search firm to assist in the search process.
Item 7.01 Regulation FD Disclosure.
The Company has also posted a supplemental earnings presentation to its website, which is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information furnished in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
| | |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| | | | | | | | | | | |
| | | | Portillo's Inc. |
| | | (Registrant) |
| | | |
Date: May 5, 2026 | | By: | /s/ Kelly Kaiser |
| | | | Kelly Kaiser |
| | | | General Counsel and Corporate Secretary |
Document
Portillo’s Inc. Announces First Quarter 2026 Financial Results
Oak Brook, IL— May 5, 2026—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 first quarter ended March 29, 2026.
First Quarter 2026 Performance Highlights (vs. First Quarter 2025):
•Total revenue of $182.6 million, an increase of 3.5% or $6.2 million
•Same-restaurant sales decrease of -0.1%
•Operating income of $4.5 million, a decrease of $5.9 million
•Net loss of $0.5 million, a decrease of $4.5 million from net income of $4.0 million
•Restaurant-Level Adjusted EBITDA(1) of $34.8 million, a decrease of $1.8 million
•Adjusted EBITDA(1) of $18.5 million, a decrease of $2.8 million
(1) Restaurant-Level Adjusted EBITDA and Adjusted EBITDA are non-GAAP measures. Please see definitions and the reconciliations of these non-GAAP measures accompanying this release.
“My first couple of months as CEO of Portillo’s have been productive and encouraging, and our team is making progress in identifying the priorities that will drive our growth strategy,” said Brett Patterson, President and Chief Executive Officer. “Our focus is on building a sustainable, long-term plan centered on three priorities: consistently great operations, an integrated marketing strategy, and a disciplined development strategy that creates compelling shareholder value. I’m optimistic about Portillo’s future and look forward to sharing more as our plan takes shape.”
First Quarter 2026 Financial and Operating Results
Revenues for the quarter ended March 29, 2026 were $182.6 million compared to $176.4 million for the quarter ended March 30, 2025, an increase of $6.2 million or 3.5%. The increase in revenues was primarily attributed to the opening of eight restaurants in fiscal 2025 and four restaurants during the quarter ended March 29, 2026, partially offset by a decrease in our same-restaurant sales. Restaurants not in our Comparable Restaurant Base (as defined below) contributed $7.7 million of the total year-over-year increase. Same-restaurant sales decreased 0.1%, or $0.2 million in the quarter. The same-restaurant sales decline was attributable to a decrease in average check of 0.9%, partially offset by an increase in transactions of 0.8%. The lower average check was driven by an approximate 1.0% decrease in product mix, partially offset by a 0.1% increase in certain menu prices, net of increased promotional offers. For the purpose of calculating same-restaurant sales for the quarter ended March 29, 2026, sales for 83 restaurants that were open for at least 24 full fiscal periods were included in the Comparable Restaurant Base.
Total restaurant operating expenses for the quarter ended March 29, 2026 were $147.8 million compared to $139.8 million for the quarter ended March 30, 2025, an increase of $8.0 million or 5.7%. The increase was primarily driven by the opening of eight restaurants in fiscal 2025 and four restaurants during the quarter ended March 29, 2026. Additionally, a 1.8% increase in commodity prices negatively impacted food, beverage, and packaging costs. The increase in labor expense was driven by incremental investments to support our team members. Lastly, the increase in other operating expenses was primarily driven by the aforementioned opening of new restaurants, and an increase in repairs and maintenance, operating supplies, and insurance expense, partially offset by lower cleaning expenses.
General and administrative expenses for the quarter ended March 29, 2026 were $20.4 million compared to $18.9 million for the quarter ended March 30, 2025, an increase of $1.5 million or 7.7%. This increase was primarily driven by higher equity‑based compensation and an increase in advertising and professional fees, including $0.5 million of dead site costs. The increase was partially offset by lower vacation-related wage expense, software licensing and legal expenses.
Operating income for the quarter ended March 29, 2026 was $4.5 million compared to $10.4 million for the quarter ended March 30, 2025, a decrease of $5.9 million or 56.7% as higher revenue was more than offset by the aforementioned expense factors.
Net loss for the quarter ended March 29, 2026 was $0.5 million compared to a net income of $4.0 million for the quarter ended March 30, 2025, a decrease of $4.5 million or 112.8%. The decrease in net income was primarily due to a decrease in operating income of $5.9 million due to the aforementioned factors, partially offset by a decrease in income taxes of $1.5 million.
Restaurant-Level Adjusted EBITDA* for the quarter ended March 29, 2026 was $34.8 million compared to $36.7 million for the quarter ended March 30, 2025, a decrease of $1.8 million or 4.9%.
Adjusted EBITDA* for the quarter ended March 29, 2026 was $18.5 million compared to $21.2 million for the quarter ended March 30, 2025, a decrease of $2.8 million or 13.0%.
*A reconciliation of Restaurant-Level Adjusted EBITDA and Adjusted EBITDA and the nearest GAAP financial measure is included under “Non-GAAP Measures” in the accompanying financial data below.
Development Highlights
During the quarter ended March 29, 2026, we opened four restaurants. Subsequent to March 29, 2026, we opened one additional restaurant, bringing our total restaurant count to 107, as of the filing of this press release, including a restaurant owned by C&O, of which Portillo’s owns 50% of the equity. We plan to open three additional restaurants in the remainder of fiscal 2026, including our first airport location at Dallas–Fort Worth International Airport and our second in-line location which will be in Chicago.
Below are the restaurants opened thus far in fiscal 2026:
| | | | | | | | |
Location | Opening Month | Fiscal Quarter Opened |
Fort Worth, Texas | January 2026 | Q1 2026 |
Humble, Texas | February 2026 | Q1 2026 |
Dallas, Texas | March 2026 | Q1 2026 |
El Paso, Texas | March 2026 | Q1 2026 |
Frisco, Texas | April 2026 | Q2 2026 |
Fiscal 2026 Financial Targets
Based on current expectations, fiscal 2026 outlook is as follows:
| | | | | | | |
| | | Current Targets |
New Units | | | 8 new units |
| | | |
| | | |
Commodity inflation | | | Mid single digit |
| Labor inflation | | | 3% to 3.5% |
Restaurant-level adjusted EBITDA margin* | | | 20.5% to 21% |
General and administrative expenses | | | $80-$82 million |
| | | |
Adjusted EBITDA* | | | Flat vs. 2025 |
Capital expenditures | | | $55-$60 million |
*We are unable to reconcile the financial target for adjusted EBITDA and restaurant-level adjusted EBITDA margin to net income/loss growth and operating income/loss margin, the respective corresponding U.S. GAAP measure, due to variability and difficulty in making accurate forecasts and projections and because not all information necessary to prepare the reconciliation is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information because we cannot accurately predict all of the components of the adjusted calculations and the non-GAAP measure may be materially different than the GAAP measure.
Chief Financial Officer Departure
Michelle Hook, Chief Financial Officer, will depart Portillo’s to pursue another opportunity, effective today, May 5, 2026. Since joining Portillo’s in 2020, she has led the Company’s financial function, helping drive a period of meaningful growth, including playing an important role in the Company’s 2021 IPO and expansion into new markets.
The Board has initiated a search for her successor and is focused on identifying a strategic leader with a demonstrated track record of delivering strong results and leading the finance function within high-growth brands to support the Company’s next phase of growth.
The following definitions apply to these terms as used in this release:
Change in Same-Restaurant Sales - The change in same-restaurant sales is the percentage change in year-over-year revenue for the Comparable Restaurant Base, which is defined as the number of restaurants open for at least 24 full fiscal periods. For the quarters ended March 29, 2026 and March 30, 2025, there were 83 and 74 restaurants in our Comparable Restaurant Base, respectively.
A change in same-restaurant sales is the result of a change in restaurant transactions, average guest check, or a combination of the two. We gather daily sales data and regularly analyze the guest transaction counts and the mix of menu items sold to strategically evaluate menu pricing and demand. Measuring our change in same-restaurant sales allows management to evaluate the performance of our existing restaurant base. We believe this measure provides a consistent comparison of restaurant sales results and trends across periods within our core, established restaurant base, unaffected by results of restaurant openings and enables investors to better understand and evaluate the Company’s historical and prospective operating performance.
Average Unit Volume - AUV is the total revenue (excluding gift card and Perks loyalty program breakage) recognized in the Comparable Restaurant Base, including C&O, divided by the number of restaurants in the Comparable Restaurant Base, including C&O, by period.
This key performance indicator allows management to assess changes in consumer spending patterns at our restaurants and the overall performance of our restaurant base.
Adjusted EBITDA and Adjusted EBITDA Margin - Adjusted EBITDA represents net income (loss) before depreciation and amortization, interest expense, interest income, and income taxes, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing core operating performance as identified in the reconciliation of net income (loss), the most directly comparable GAAP measure to Adjusted EBITDA. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenues, net. See also “Non-GAAP Financial Measures.”
Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin - Restaurant-Level Adjusted EBITDA is defined as revenue, less restaurant operating expenses, which include food, beverage and packaging costs, labor expenses, occupancy expenses and other operating expenses. Restaurant-Level Adjusted EBITDA excludes corporate level expenses and depreciation and amortization on restaurant property and equipment. Restaurant-Level Adjusted EBITDA Margin represents Restaurant-Level Adjusted EBITDA as a percentage of revenues, net. See also “Non-GAAP Financial Measures.”
For more information about the Company’s Non-GAAP measures, how they are calculated and reconciled and why management believes that they are useful, see “Non-GAAP Financial Measures” below.
Earnings Conference Call
The Company will host a conference call to discuss its financial results for the first quarter ended on Tuesday, May 5, 2026, at 10:00 AM ET. The conference call can be accessed live over the phone by dialing 877-407-3982. A telephone replay will be available shortly after the call has concluded and can be accessed by dialing 844-512-2921, and using passcode #13748480. The webcast replay will be available at investors.portillos.com shortly after the call has concluded.
About Portillo’s
Portillo’s (NASDAQ: PTLO) is a one-of-a-kind brand that has grown from a small hot dog trailer in Chicago to more than 100 restaurants across 11 states. Known for its unique menu of craveable Italian beef sandwiches, Chicago-style hot dogs, char-grilled burgers, fresh salads and iconic chocolate cake, Portillo’s is beloved in both its home of Chicagoland and across new and growing markets. Portillo’s operates a company-owned model of not just restaurants – but experience-focused destinations that blend dine-in, drive-thru, takeout and delivery to serve our guests with the food they crave. And now, after six decades of success and counting, Portillo’s is on a mission to bring its iconic food and unforgettable dining experience to guests across the country.
Guests can join Portillo’s Perks, the brand’s loyalty program, at Portillos.com/perks to earn and redeem delicious rewards. Every visit brings fans closer to exclusive perks, badges and surprise offers. Fans can also download the Portillo’s App for iOS or Android or visit Portillo’s website to order ahead for pickup or delivery and get the best dill on these bun-believably delicious Chicago-style favorites and more. Plus, Portillo’s ships its craveworthy food to all 50 states via its website.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business, and are based on currently available operating, financial and competitive information which are subject to various risks and uncertainties, so you should not place undue reliance on forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "commit," "estimate," "expect," "forecast," "outlook," "potential," "project," "projection," "plan," "intend," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other similar expressions.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:
•risks related to or arising from our organizational structure;
•risks of food-borne illness and food safety and other health concerns about our food;
•risks relating to the economy and financial markets, including in relation to trade and tax policy changes and other macroeconomic uncertainty, including, inflation, fluctuating interest rates, stock market volatility, recession concerns, and other factors;
•risks associated with onboarding new members of management, including the Chief Executive Officer;
•the impact of unionization activities of our Team Members on our reputation, operations and profitability;
•risks associated with our reliance on certain information technology systems, and potential failures or interruptions;
•risks associated with data, privacy, cyber security and the use and implementation of information technology systems, including our digital ordering and payment platforms for our delivery business;
•risks associated with increased adoption, implementation and use of artificial intelligence technologies across our business;
•the impact of competition, including from our competitors in the restaurant industry or our own restaurants;
•the increasingly competitive labor market and our ability to attract and retain the best talent and qualified employees;
•the impact of federal, state or local government regulations relating to privacy, data protection, advertising and consumer protection, building and zoning requirements, labor and employment matters, costs of or ability to open new restaurants, or the sale of food and alcoholic beverages;
•inability to achieve our growth strategy, including as a result of, among other things, the availability of suitable new restaurant sites in existing and new markets and opening of new restaurants at the anticipated rate and on the anticipated timeline;
•the impact of consumer sentiment and other economic factors on our sales;
•fluctuation in food and other operating costs, tariffs and import taxes, and supply shortages; and
•other risks identified in our filings with the Securities and Exchange Commission (the “SEC”).
All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in the Company’s most recent Annual Report on Form 10-K, filed with the SEC. All of the Company’s SEC filings are available on the SEC’s website at www.sec.gov. The forward-looking statements included in this press release are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Investor Contact:
Chris Brandon, Vice President of Investor Relations
312.931.5578
cbrandon@portillos.com
Media Contact:
Sara Wirth, Director of Communications & PR
press@portillos.com
PORTILLO’S INC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except common share and per common share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended | | |
| March 29, 2026 | | March 30, 2025 | | | | |
| | | | | | | | | | | | | | | |
| REVENUES, NET | $ | 182,623 | | | 100.0 | % | | $ | 176,437 | | | 100.0 | % | | | | | | | | |
| | | | | | | | | | | | | | | |
| COST AND EXPENSES: | | | | | | | | | | | | | | | |
Restaurant operating expenses: | | | | | | | | | | | | | | | |
| Food, beverage and packaging costs | 63,285 | | | 34.7 | % | | 61,102 | | | 34.6 | % | | | | | | | | |
| Labor | 49,195 | | | 26.9 | % | | 46,868 | | | 26.6 | % | | | | | | | | |
| Occupancy | 11,184 | | | 6.1 | % | | 10,021 | | | 5.7 | % | | | | | | | | |
| Other operating expenses | 24,115 | | | 13.2 | % | | 21,790 | | | 12.4 | % | | | | | | | | |
| Total restaurant operating expenses | 147,779 | | | 80.9 | % | | 139,781 | | | 79.2 | % | | | | | | | | |
| | | | | | | | | | | | | | | |
| General and administrative expenses | 20,359 | | | 11.1 | % | | 18,903 | | | 10.7 | % | | | | | | | | |
| Pre-opening expenses | 2,550 | | | 1.4 | % | | 508 | | | 0.3 | % | | | | | | | | |
| Depreciation and amortization | 7,936 | | | 4.3 | % | | 7,040 | | | 4.0 | % | | | | | | | | |
| | | | | | | | | | | | | | | |
| Net income attributable to equity method investment | (206) | | | (0.1) | % | | (164) | | | (0.1) | % | | | | | | | | |
| Other income, net | (287) | | | (0.2) | % | | (12) | | | — | % | | | | | | | | |
OPERATING INCOME | 4,492 | | | 2.5 | % | | 10,381 | | | 5.9 | % | | | | | | | | |
| Interest expense | 5,627 | | | 3.1 | % | | 5,749 | | | 3.3 | % | | | | | | | | |
| Interest income | (50) | | | — | % | | (71) | | | — | % | | | | | | | | |
Tax Receivable Agreement liability adjustment | (412) | | | (0.2) | % | | (647) | | | (0.4) | % | | | | | | | | |
| | | | | | | | | | | | | | | |
| (LOSS) INCOME BEFORE INCOME TAXES | (673) | | | (0.4) | % | | 5,350 | | | 3.0 | % | | | | | | | | |
Income tax (benefit) expense | (164) | | | (0.1) | % | | 1,360 | | | 0.8 | % | | | | | | | | |
| NET (LOSS) INCOME | (509) | | | (0.3) | % | | 3,990 | | | 2.3 | % | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Net (loss) income attributable to non-controlling interests | (107) | | | (0.1) | % | | 677 | | | 0.4 | % | | | | | | | | |
| NET (LOSS) INCOME ATTRIBUTABLE TO PORTILLO'S INC. | $ | (402) | | | (0.2) | % | | $ | 3,313 | | | 1.9 | % | | | | | | | | |
| | | | | | | | | | | | | | | |
| (Loss) income per common share attributable to Portillo’s Inc.: | | | | | | | | | | | | | | | |
| Basic | $ | (0.01) | | | | | $ | 0.05 | | | | | | | | | | | |
| Diluted | $ | (0.01) | | | | | $ | 0.05 | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Weighted-average common shares outstanding: | | | | | | | | | | | | | | | |
| Basic | 72,076,398 | | | | | 63,837,940 | | | | | | | | | | | |
| Diluted | 72,076,398 | | | | | 66,468,491 | | | | | | | | | | | |
PORTILLO’S INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except common share and per common share data)
| | | | | | | | | | | |
| March 29, 2026 | | December 28, 2025 |
| ASSETS | | | |
| CURRENT ASSETS: | | | |
| Cash and cash equivalents and restricted cash | $ | 23,993 | | | $ | 19,963 | |
Accounts and tenant improvement receivables | 13,137 | | | 16,502 | |
Inventories | 7,668 | | | 8,207 | |
Prepaid expenses and other | 7,127 | | | 6,844 | |
| Total current assets | 51,925 | | | 51,516 | |
| Property and equipment, net | 428,546 | | | 420,263 | |
| Operating lease assets | 264,851 | | | 261,086 | |
| Goodwill | 394,298 | | | 394,298 | |
| Trade names | 221,725 | | | 221,725 | |
| Other intangible assets, net | 22,714 | | | 23,391 | |
| Equity method investment | 15,624 | | | 15,696 | |
| Deferred tax assets | 211,473 | | | 211,267 | |
| Other assets | 6,680 | | | 7,292 | |
| Total other assets | 872,514 | | | 873,669 | |
| TOTAL ASSETS | $ | 1,617,836 | | | $ | 1,606,534 | |
| | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
| CURRENT LIABILITIES: | | | |
| Accounts payable | $ | 39,058 | | | $ | 43,210 | |
| Current portion of long-term debt | 6,250 | | | 6,250 | |
| Current portion of Tax Receivable Agreement liability | 1,315 | | | 7,910 | |
| Short-term debt | 104,000 | | | 90,000 | |
Deferred revenue | 5,541 | | | 7,472 | |
Short-term operating lease liabilities | 6,922 | | | 6,878 | |
| Accrued expenses | 36,848 | | | 32,236 | |
| Total current liabilities | 199,934 | | | 193,956 | |
| LONG-TERM LIABILITIES: | | | |
| Long-term debt, net of current portion | 236,585 | | | 237,977 | |
| Tax Receivable Agreement liability | 342,841 | | | 344,524 | |
| Long-term operating lease liabilities | 334,827 | | | 329,190 | |
| Other long-term liabilities | 3,394 | | | 3,614 | |
| Total long-term liabilities | 917,647 | | | 915,305 | |
| Total liabilities | 1,117,581 | | | 1,109,261 | |
| | | |
| COMMITMENTS AND CONTINGENCIES | | | |
STOCKHOLDERS’ EQUITY: | | | |
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized, none issued or outstanding | — | | | — | |
Class A common stock, $0.01 par value per share, 380,000,000 shares authorized, and 72,159,742 and 71,971,736 shares issued and outstanding at March 29, 2026 and December 28, 2025 , respectively. | 722 | | | 720 | |
Class B common stock, $0.00001 par value per share, 50,000,000 shares authorized, and 3,424,546 and 3,442,335 shares issued and outstanding at March 29, 2026 and December 28, 2025, respectively. | — | | | — | |
| Additional paid-in-capital | 408,161 | | | 404,603 | |
Retained earnings | 62,072 | | | 62,474 | |
| Total stockholders' equity attributable to Portillo's Inc. | 470,955 | | | 467,797 | |
| Non-controlling interest | 29,300 | | | 29,476 | |
| Total stockholders' equity | 500,255 | | | 497,273 | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 1,617,836 | | | $ | 1,606,534 | |
PORTILLO’S INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| | | | | | | | | | | |
| Quarter Ended |
| March 29, 2026 | | March 30, 2025 |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
| Net (loss) income | $ | (509) | | | $ | 3,990 | |
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | | | |
| Depreciation and amortization | 7,936 | | | 7,040 | |
| Amortization of debt issuance costs and discount | 170 | | | 176 | |
| Loss on sales of assets | 72 | | | 61 | |
| Equity-based compensation | 3,230 | | | 1,950 | |
Deferred income tax (benefit) expense | (164) | | | 1,360 | |
| Tax Receivable Agreement liability adjustment | (412) | | | (647) | |
| Gift card breakage | (336) | | | (301) | |
| | | |
| | | |
| Changes in operating assets and liabilities: | | | |
| Accounts receivables | 1,434 | | | 527 | |
| Receivables from related parties | (16) | | | (8) | |
Inventories | 539 | | | 1,240 | |
| Other current assets | (281) | | | (897) | |
| Operating lease asset | 2,475 | | | 2,383 | |
| Accounts payable | (1,378) | | | (6,876) | |
| Accrued expenses and other liabilities | 2,970 | | | (227) | |
Operating lease liabilities | (785) | | | (975) | |
| Deferred lease incentives | 2,091 | | | — | |
| Other assets and liabilities | 518 | | | 654 | |
| NET CASH PROVIDED BY OPERATING ACTIVITIES | 17,554 | | | 9,450 | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | |
| Purchase of property and equipment | (18,461) | | | (19,040) | |
Other | 156 | | | — | |
| NET CASH USED IN INVESTING ACTIVITIES | (18,305) | | | (19,040) | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | |
Proceeds from short-term debt, net | 14,000 | | | 48,000 | |
| | | |
| Payments of long-term debt | (1,562) | | | (38,750) | |
| | | |
| | | |
| | | |
| | | |
| Distributions paid to non-controlling interest holders | (376) | | | (1,291) | |
| Proceeds from stock option exercises | 231 | | | 587 | |
| Employee withholding taxes related to net settled equity awards | (29) | | | (61) | |
| Proceeds from Employee Stock Purchase Plan purchases | 80 | | | 114 | |
| Payments of Tax Receivable Agreement liability | (7,913) | | | (7,686) | |
| Payment of deferred financing costs | — | | | (1,263) | |
Contributions from non-controlling interests | 350 | | | — | |
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 4,781 | | | (350) | |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 4,030 | | | (9,940) | |
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD | 19,963 | | | 22,876 | |
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD | $ | 23,993 | | | $ | 12,936 | |
PORTILLO’S INC
SELECTED OPERATING DATA AND NON-GAAP FINANCIAL MEASURES
| | | | | | | | | | | | | | | |
| Quarter Ended | | |
| March 29, 2026 | | March 30, 2025 | | | | |
| Total Restaurants (a) | 106 | | 94 | | | | |
| AUV (in millions) (a) | $ | 8.3 | | | $ | 8.7 | | | | | |
| Change in same-restaurant sales (b) | (0.1) | % | | 1.8 | % | | | | |
| Adjusted EBITDA (in thousands) (b) | $ | 18,453 | | | $ | 21,209 | | | | | |
| Adjusted EBITDA Margin (b) | 10.1 | % | | 12.0 | % | | | | |
| Restaurant-Level Adjusted EBITDA (in thousands) (b) | $ | 34,844 | | | $ | 36,656 | | | | | |
| Restaurant-Level Adjusted EBITDA Margin (b) | 19.1 | % | | 20.8 | % | | | | |
(a) Includes a restaurant that is owned by C&O of which Portillo’s owns 50% of the equity. AUVs for the quarters ended March 29, 2026 and March 30, 2025 represent AUVs for the twelve months ended March 29, 2026 and March 30, 2025, respectively. Total restaurants indicated are as of March 29, 2026.
(b) Excludes C&O.
PORTILLO’S INC.
NON-GAAP FINANCIAL MEASURES
To supplement the consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: Adjusted EBITDA and Adjusted EBITDA Margin, and Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin. Accordingly, Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are not required by, nor presented in accordance with GAAP, but rather are supplemental measures of operating performance of our restaurants. You should be aware that these measures are not indicative of overall results for the Company and that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin do not accrue directly to the benefit of stockholders because of corporate-level expenses excluded from such measures. These measures are supplemental measures of operating performance and our calculations thereof may not be comparable to similar measures reported by other companies. These measures are important measures to evaluate the performance and profitability of our restaurants, individually and in the aggregate, but also have important limitations as analytical tools and should not be considered in isolation as substitutes for analysis of our results as reported under GAAP.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA represents net income (loss) before depreciation and amortization, interest expense, interest income, and income taxes, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing core operating performance as identified in the reconciliation of net income (loss), the most directly comparable GAAP measure to Adjusted EBITDA. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of total revenues.
We use Adjusted EBITDA and Adjusted EBITDA Margin (i) to evaluate our operating results and the effectiveness of our business strategies, (ii) internally as benchmarks to compare our performance to that of our competitors and (iii) as factors in evaluating management’s performance when determining incentive compensation.
We believe that Adjusted EBITDA and Adjusted EBITDA Margin are important measures of operating performance because they eliminate the impact of expenses that do not relate to our core operating performance.
We are unable to reconcile the long-term outlook for Adjusted EBITDA to net income (loss), the corresponding U.S. GAAP measure, due to variability and difficulty in making accurate forecasts and projections and because not all information necessary to prepare the reconciliation is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information because we cannot accurately predict all of the components of the adjusted calculations and the non-GAAP measure may be materially different than the GAAP measure.
Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin
Restaurant-Level Adjusted EBITDA is defined as revenue, less restaurant operating expenses, which include cost of goods sold (excluding depreciation and amortization), labor expenses, occupancy expenses and other operating expenses. Restaurant-Level Adjusted EBITDA excludes corporate level expenses and depreciation and amortization on restaurant property and equipment. Restaurant-Level Adjusted EBITDA Margin represents Restaurant-Level Adjusted EBITDA as a percentage of revenue.
We believe that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are important measures to evaluate the performance and profitability of our restaurants, individually and in the aggregate.
See below for a reconciliation of net income, the most directly comparable GAAP measure, to Adjusted EBITDA and Adjusted EBITDA Margin (in thousands): | | | | | | | | | | | | | | | |
| Quarter Ended | | |
| March 29, 2026 | | March 30, 2025 | | | | |
| Net (loss) income | $ | (509) | | | $ | 3,990 | | | | | |
| Net (loss) income margin | (0.3) | % | | 2.3 | % | | | | |
| Depreciation and amortization | 7,936 | | | 7,040 | | | | | |
| Interest expense | 5,627 | | | 5,749 | | | | | |
| Interest income | (50) | | | (71) | | | | | |
| | | | | | | |
Income tax (benefit) expense | (164) | | | 1,360 | | | | | |
| EBITDA | 12,840 | | | 18,068 | | | | | |
| Deferred rent (1) | 1,734 | | | 1,376 | | | | | |
| Equity-based compensation | 3,230 | | | 1,950 | | | | | |
| Cloud-based software implementation costs (2) | — | | | 183 | | | | | |
| Amortization of cloud-based software implementation costs (3) | 280 | | | 218 | | | | | |
| Other loss (4) | 72 | | | 61 | | | | | |
| | | | | | | |
| | | | | | | |
| Strategic realignment costs (5) | 709 | | | — | | | | | |
| Tax Receivable Agreement liability adjustment (6) | (412) | | | (647) | | | | | |
| Adjusted EBITDA | $ | 18,453 | | | $ | 21,209 | | | | | |
| Adjusted EBITDA Margin (7) | 10.1 | % | | 12.0 | % | | | | |
(1) Represents the difference between cash rent payments and the recognition of straight-line rent expense recognized over the lease term.
(2) Represents non-capitalized third party consulting and software licensing costs incurred in connection with the implementation of a new HCM system which are included within general and administrative expenses.
(3) Represents amortization of capitalized cloud-based ERP and HCM system implementation costs that are included within general and administrative expenses.
(4) Represents loss on disposal of property and equipment included within other income, net.
(5) Represents $0.5 million of costs related to the Company's strategic reset of its development and growth plans and $0.2 million related to CEO transition and replacement costs. These costs are included within general and administrative expenses.
(6) Represents remeasurement of the Tax Receivable Agreement liability.
(7) Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenues, net.
See below for a reconciliation of operating income, the most directly comparable GAAP measure, to Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin (in thousands):
| | | | | | | | | | | | | | | |
| Quarter Ended | | |
| March 29, 2026 | | March 30, 2025 | | | | |
Operating income | $ | 4,492 | | | $ | 10,381 | | | | | |
| Operating income margin | 2.5 | % | | 5.9 | % | | | | |
| Plus: | | | | | | | |
| General and administrative expenses | 20,359 | | | 18,903 | | | | | |
| Pre-opening expenses | 2,550 | | | 508 | | | | | |
| Depreciation and amortization | 7,936 | | | 7,040 | | | | | |
| | | | | | | |
| Net income attributable to equity method investment | (206) | | | (164) | | | | | |
| Other income, net | (287) | | | (12) | | | | | |
| Restaurant-Level Adjusted EBITDA | $ | 34,844 | | | $ | 36,656 | | | | | |
| Restaurant-Level Adjusted EBITDA Margin (1) | 19.1 | % | | 20.8 | % | | | | |
(1) Restaurant-Level Adjusted EBITDA Margin is defined as Restaurant-Level Adjusted EBITDA divided by Revenues, net.
exhibit992ptloq12026earn
First Quarter Earnings Supplemental May 5, 2026
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"). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business, and are based on currently available operating, financial and competitive information which are subject to various risks and uncertainties, so you should not place undue reliance on forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "commit," "estimate," "expect," "forecast," "outlook," "potential," "project," "projection," "plan," "intend," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other similar expressions. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that we may not predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements, and you should not unduly rely on these statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: • risks related to or arising from our organizational structure; • risks of food-borne illness and food safety and other health concerns about our food; • risks relating to the economy and financial markets, including in relation to trade and tax policy changes and other macroeconomic uncertainty, including inflation, fluctuating interest rates, stock market volatility, recession concerns, and other factors; • risks associated with onboarding new members of management, including the Chief Executive Officer; • the impact of unionization activities of our Team Members on our reputation, operations and profitability; • risks associated with our reliance on certain information technology systems, and potential failures or interruptions; • risks associated with data, privacy, cyber security and the use and implementation of information technology systems, including our digital ordering and payment platforms for our delivery business; • risks associated with increased adoption, implementation and use of artificial intelligence technologies across our business; • the impact of competition, including from our competitors in the restaurant industry or our own restaurants; • the increasingly competitive labor market and our ability to attract and retain the best talent and qualified employees; • the impact of federal, state or local government regulations relating to privacy, data protection, advertising and consumer protection, building and zoning requirements, labor and employment matters, costs or ability to open new restaurants, or the sale of food and alcoholic beverages; • inability to achieve our growth strategy, including as a result of, among other things, the availability of suitable new restaurant sites in existing and new markets and opening of new restaurants at the anticipated rate and on the anticipated timeline; • the impact of consumer sentiment and other economic factors on our sales; • fluctuation in food and other operating costs, tariffs and import taxes, and supply shortages; and • other risks identified in our filings with the Securities and Exchange Commission (the "SEC"). All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this presentation in the context of the risks and uncertainties disclosed in the Company's most recent Annual Report on Form 10-K, filed with the SEC. All of the Company's filings are available on the SEC's website at www.sec.gov. The forward-looking statements included in this press release are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. This presentation includes certain non-GAAP measures as defined under SEC rules, including Adjusted EBITDA, Adjusted EBITDA Margin, Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin. Reconciliations and definitions are included in the Appendix to this presentation.
Q1 2026 PERFORMANCE REVENUE $182.6 million Q1 Total revenue CHANGE IN SAME RESTAURANT SALES (1) PROFITABILITY $4.5 million Q1 Operating Income 3.5% Q1 Total Revenue Growth (3) A geometric comparable sales measure is used to determine the compounding effect of an earlier period's year over year comparable sales percentage on the subsequent period's year over year comparable sales percentage. $18.5 million Q1 Adjusted EBITDA(2) $34.8 million Q1 Restaurant-Level Adjusted EBITDA(2) $0.5 million Q1 Net Loss (1) Same restaurant sales include restaurants open for a minimum of 24 months and excludes a restaurant that is owned by C&O Chicago, LLC ("C&O") of which Portillo's owns 50% of the equity. (2) See appendix for a reconciliation to the most directly comparable GAAP financial measure.
FISCAL 2026 FINANCIAL TARGETS (1) We are unable to reconcile the long-term outlook for Adjusted EBITDA growth to net income (loss), the corresponding U.S. GAAP measure, due to variability and difficulty in making accurate forecasts and projections and because not all information necessary to prepare the reconciliation is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information because we cannot accurately predict all of the components of the adjusted calculations and the non-GAAP measure may be materially different than the GAAP measure. New Units 8 new units (6 in first half and 2 in second half) Commodity Inflation Mid single digit Labor Inflation 3% to 3.5% Restaurant-Level Adjusted EBITDA Margin(1) 20.5% to 21% General & Administrative Expenses $80-$82 million Adjusted EBITDA(1) Flat vs. 2025 Capital Expenditures $55-$60 million (1) We are unable to reconcile the financial target for adjusted EBITDA growth and restaurant-level adjusted EBITDA margin, to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and because not all information necessary to prepare the reconciliation is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information because we cannot accurately predict all of the components of the adjusted calculations and the non-GAAP measure may be materially different than the GAAP measure. 1 1-2 2-3 6-7 Q1 2024 Q2 2024 Q3 2024 Q4 2024 New Restaurants by Quarter
2026 DEVELOPMENT EXPECTATIONS - 8 NEW RESTAURANTS Q1 Q2 Q3 Q4 4 22026 2026 Openings • Fort Worth, TX (Opened in January) • Humble, TX (Opened in February) • El Paso, TX (Opened in March) • North Dallas, TX (Opened in March) • Frisco, TX (Opened in April) • Schertz, TX (First-in-market, San Antonio) • DFW Airport (First-ever) • Chicago, IL (In-line) 0-1 0-1 All free standing restaurant openings in 2026 will be our RoTF 1.0 design
FINANCIAL PROFILE $58 $44 $38 2024 2025 LTM Q1 2026 $168 $158 $157 23.7% 21.6% 21.2% 2024 2025 LTM Q1 2026 $35 $21 $17 2024 2025 LTM Q1 2026 $105 $97 $95 14.7% 13.3% 12.8% 2024 2025 LTM Q1 2026 $711 $732 $738 2024 2025 LTM Q1 2026 (0.6)% (0.5)% (0.9)% 2024 2025 LTM Q1 2026 TOTAL REVENUE OPERATING INCOME NET INCOME SAME RESTAURANT SALES (1) RESTAURANT-LEVEL ADJ. EBITDA (Margin) (2) ADJ. EBITDA (Margin) (2) ($ in millions) ($ in millions) ($ in millions) ($ in millions) ($ in millions) (1) Same restaurant sales include restaurants open for a minimum of 24 months and excludes a restaurant that is owned by C&O Chicago, LLC ("C&O") of which Portillo's owns 50% of the equity. For fiscal 2024, same-restaurant sales compares the 52 weeks from January 1, 2024 through December 29, 2024 to the 52 weeks from January 2, 2023 through December 31, 2023. (2) See appendix for a reconciliation to the most comparable GAAP financial measure.
APPENDIX
STATEMENT OF OPERATIONS Quarter Ended March 29, 2026 March 30, 2025 REVENUES, NET $ 182,623 100.0 % $ 176,437 100.0 % COST AND EXPENSES: Restaurant operating expenses: Food, beverage and packaging costs 63,285 34.7 % 61,102 34.6 % Labor 49,195 26.9 % 46,868 26.6 % Occupancy 11,184 6.1 % 10,021 5.7 % Other operating expenses 24,115 13.2 % 21,790 12.4 % Total restaurant operating expenses 147,779 80.9 % 139,781 79.2 % General and administrative expenses 20,359 11.1 % 18,903 10.7 % Pre-opening expenses 2,550 1.4 % 508 0.3 % Depreciation and amortization 7,936 4.3 % 7,040 4.0 % Net income attributable to equity method investment (206) (0.1) % (164) (0.1) % Other income, net (287) (0.2) % (12) — % OPERATING INCOME 4,492 2.5 % 10,381 5.9 % Interest expense 5,627 3.1 % 5,749 3.3 % Interest income (50) — % (71) — % Tax Receivable Agreement liability adjustment (412) (0.2) % (647) (0.4) % (LOSS) INCOME BEFORE INCOME TAXES (673) (0.4) % 5,350 3.0 % Income tax (benefit) expense (164) (0.1) % 1,360 0.8 % NET (LOSS) INCOME (509) (0.3) % 3,990 2.3 % Net (loss) income attributable to non-controlling interests (107) (0.1) % 677 0.4 % NET (LOSS) INCOME ATTRIBUTABLE TO PORTILLO'S INC. $ (402) (0.2) % $ 3,313 1.9 % (Loss) income per common share attributable to Portillo’s Inc.: Basic $ (0.01) $ 0.05 Diluted $ (0.01) $ 0.05 Weighted-average common shares outstanding: Basic 72,076,398 63,837,940 Diluted 72,076,398 66,468,491
REVENUE SUMMARY - Q1 2026 Quarter Ended March 29, 2026 March 30, 2025 $ Change % Change Same-restaurant sales (83 restaurants) (1) $161,263 $161,420 (157) (0.1) % Restaurants not yet in comparable base opened in fiscal 2026 (4 restaurants) (1) 1,536 — 1,536 nm Restaurants not yet in comparable base opened in fiscal 2025 (8 restaurants) (1) 9,771 — 9,771 nm Restaurants not yet in comparable base opened in fiscal 2024 (10 restaurants) (1) 8,363 11,939 (3,576) (30.0) % Other (2) 1,690 3,078 (1,388) (45.1) % Revenues, net $ 182,623 $ 176,437 $ 6,186 3.5 % (1) Total restaurants indicated are as of March 29, 2026. Excludes a restaurant that is owned by C&O of which Portillo’s owns 50% of the equity. (2) Includes revenue from direct shipping sales and non-traditional locations. TAKEAWAYS
SELECTED OPERATING DATA (a) Includes a restaurant that is owned by C&O of which Portillo's owns 50% of the equity. AUVs for the quarters ended March 29, 2026 and March 30, 2025 represent AUVs for the twelve months ended March 29, 2026 and March 30, 2025, respectively. Total restaurants indicated are as of March 29, 2026. (b) Excludes C&O. Quarter Ended March 29, 2026 March 30, 2025 Total Restaurants (a) 106 94 AUV (in millions) (a) $ 8.3 $ 8.7 Change in same-restaurant sales (b) (0.1) % 1.8 % Adjusted EBITDA (in thousands) (b) $ 18,453 $ 21,209 Adjusted EBITDA Margin (b) 10.1 % 12.0 % Restaurant-Level Adjusted EBITDA (in thousands) (b) $ 34,844 $ 36,656 Restaurant-Level Adjusted EBITDA Margin (b) 19.1 % 20.8 %
ADJUSTED EBITDA DEFINITIONS How These Measures Are Useful We believe that Adjusted EBITDA and Adjusted EBITDA Margin are important measures of operating performance because they eliminate the impact of expenses that do not relate to our core operating performance. Adjusted EBITDA and Adjusted EBITDA Margin are supplemental measures of operating performance and our calculations thereof may not be comparable to similar measures reported by other companies. Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as analytical tools and should not be considered in isolation as substitutes for analysis of our results as reported under GAAP. Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA represents net income (loss) before depreciation and amortization, interest expense, interest income and income taxes, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing core operating performance as identified in the reconciliation of net income (loss), the most directly comparable GAAP measure, to Adjusted EBITDA. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenues, net. We use Adjusted EBITDA and Adjusted EBITDA Margin (i) to evaluate our operating results and the effectiveness of our business strategies, (ii) internally as benchmarks to compare our performance to that of our competitors and (iii) as factors in evaluating management’s performance when determining incentive compensation. We are unable to reconcile the long-term outlook for Adjusted EBITDA to net income (loss), the corresponding U.S. GAAP measure, due to variability and difficulty in making accurate forecasts and projections and because not all information necessary to prepare the reconciliation is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information because we cannot accurately predict all of the components of the adjusted calculations and the non-GAAP measure may be materially different than the GAAP measure.
ADJUSTED EBITDA RECONCILIATION (1) Represents the difference between cash rent payments and the recognition of straight-line rent expense recognized over the lease term. (2) Represents non-capitalized third party consulting and software licensing costs incurred in connection with the implementation of a new HCM system which are included within general and administrative expenses. (3) Represents amortization of capitalized cloud-based ERP and HCM system implementation costs that are included within general and administrative expenses. (4) Represents loss on disposal of property and equipment included within other income, net. (5) Represents $0.5 million of costs related to the Company's strategic reset of its development and growth plans and $0.2 million related to CEO transition and replacement costs. These costs are included within general and administrative expenses. (6) Represents remeasurement of the Tax Receivable Agreement liability. (7) Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenues, net. Quarter Ended March 29, 2026 March 30, 2025 Net (loss) income $ (509) $ 3,990 Net (loss) income margin (0.3) % 2.3 % Depreciation and amortization 7,936 7,040 Interest expense 5,627 5,749 Interest income (50) (71) Income tax (benefit) expense (164) 1,360 EBITDA 12,840 18,068 Deferred rent (1) 1,734 1,376 Equity-based compensation 3,230 1,950 Cloud-based software implementation costs (2) — 183 Amortization of cloud-based software implementation costs (3) 280 218 Other loss (4) 72 61 Strategic realignment costs (5) 709 — Tax Receivable Agreement liability adjustment (6) (412) (647) Adjusted EBITDA $ 18,453 $ 21,209 Adjusted EBITDA Margin (7) 10.1 % 12.0 %
LTM Fiscal Years Ended March 29, 2026 December 28, 2025 December 29, 2024 Net income $ 16,592 $ 21,092 $ 35,076 Net income margin 2.2 % 2.9 % 4.9 % Depreciation and amortization 30,008 29,112 27,297 Interest expense 22,686 22,808 25,616 Interest income (254) (275) (309) Income tax expense 1,473 2,997 6,799 EBITDA 70,505 75,734 94,479 Deferred rent (1) 7,198 6,840 5,255 Equity-based compensation 7,773 6,493 11,151 Cloud-based software implementation costs (2) 84 267 679 Amortization of cloud-based software implementation costs (3) 1,153 1,091 586 Other loss (4) 2,645 2,635 1,184 Transaction-related fees & expenses (5) 742 742 575 Strategic realignment costs (6) 7,183 6,474 — Tax Receivable Agreement liability adjustment (7) (2,710) (2,945) (9,149) Adjusted EBITDA $ 94,573 $ 97,331 $ 104,760 Adjusted EBITDA Margin (8) 12.8 % 13.3 % 14.7 % ADJUSTED EBITDA RECONCILIATION (1) Represents the difference between cash rent payments and the recognition of straight-line rent expense recognized over the lease term. (2) Represents non-capitalized third party consulting and software licensing costs incurred in connection with the implementation of a new ERP and HCM systems which are included within general and administrative expenses. (3) Represents amortization of capitalized cloud-based ERP and HCM system implementation costs that are included within general and administrative expenses. (4) Represents loss on disposal of property and equipment, a legacy Barnelli's trade name impairment charge in fiscal 2025, and a technology asset impairment charge in fiscal 2024 included within other loss (income), net. (5) Represents certain expenses that management believes are not indicative of ongoing operations, consisting primarily of certain professional fees included within general and administrative expenses. (6) Represents costs related to the Company's strategic reset of its development and growth plans and costs incurred in connection with the departure of our CEO and CDO. These costs are included within general and administrative expenses. (7) Represents remeasurement of the Tax Receivable Agreement liability. (8) Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenues, net.
RESTAURANT-LEVEL ADJUSTED EBITDA DEFINITIONS Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin Restaurant-Level Adjusted EBITDA is defined as revenue, less restaurant operating expenses, which include food, beverage and packaging costs, labor expenses, occupancy expenses and other operating expenses. Restaurant-Level Adjusted EBITDA excludes corporate level expenses, pre-opening expenses and depreciation and amortization on restaurant property and equipment. Restaurant-Level Adjusted EBITDA Margin represents Restaurant-Level Adjusted EBITDA as a percentage of revenues, net. How These Measures Are Useful We believe that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are important measures to evaluate the performance and profitability of our restaurants, individually and in the aggregate. Restaurant- Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin have limitations as analytical tools and should not be considered as a substitute for analysis of our results as reported under GAAP. Limitations of the Usefulness of This Measure Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are not required by, nor presented in accordance with GAAP. Rather, Restaurant- Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are supplemental measures of operating performance of our restaurants. You should be aware that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are not indicative of overall results for the Company, and Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin do not accrue directly to the benefit of stockholders because of corporate-level expenses excluded from such measures. In addition, our calculations thereof may not be comparable to similar measures reported by other companies.
RESTAURANT-LEVEL ADJUSTED EBITDA RECONCILIATION Quarter Ended March 29, 2026 March 30, 2025 Operating income $ 4,492 $ 10,381 Operating income margin 2.5 % 5.9 % General and administrative expenses 20,359 18,903 Pre-opening expenses 2,550 508 Depreciation and amortization 7,936 7,040 Net income attributable to equity method investment (206) (164) Other income, net (287) (12) Restaurant-Level Adjusted EBITDA $ 34,844 $ 36,656 Restaurant-Level Adjusted EBITDA Margin 19.1 % 20.8 %
RESTAURANT-LEVEL ADJUSTED EBITDA RECONCILIATION LTM Fiscal Years Ended March 29, 2026 December 28, 2025 December 29, 2024 Operating income $ 37,788 $ 43,677 $ 58,033 Operating income margin 5.1 % 6.0 % 8.2 % General and administrative expenses 78,596 77,140 75,089 Pre-opening expenses 10,844 8,802 9,236 Depreciation and amortization 30,008 29,112 27,297 Net income attributable to equity method investment (1,317) (1,275) (1,229) Other loss (income), net 671 946 (312) Restaurant-Level Adjusted EBITDA $ 156,590 $ 158,402 $ 168,114 Restaurant-Level Adjusted EBITDA Margin 21.2 % 21.6 % 23.7 %
CONTACT INFORMATION Investor Contact: Chris Brandon, Vice President of Investor Relations 312.931.5578 cbrandon@portillos.com Media Contact: Sara Wirth, Director of Communications & PR press@portillos.com