0001871509-25-000016 | 10-K | XBRL Viewer

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LEASES - Narrative (Details) $ in Millions	12 Months Ended
LEASES - Narrative (Details) $ in Millions	Dec. 29, 2024 USD ($)
Leases [Abstract]
Lease payment for option to extend	$ 493.9
Lease minimum payments	$ 100.6

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 29, 2024

Schedule of Related Party Transactions

The Company incurred the following Olo-related costs for the fiscal years ended December 29, 2024, December 31, 2023, and December 25, 2022 (in thousands):


	Fiscal Years Ended
	December 29, 2024		December 31, 2023		December 25, 2022
Food, beverage and packaging costs	$	1,996	$	2,236	$	2,008
Other operating expenses	477		423		443
Total Olo-related costs	$	2,473	$	2,659	$	2,451

We are party to a TRA with certain members of Portillo's OpCo that provides for the payment by us of 85% of the amount of tax benefits, if any, that Portillo's Inc. actually realizes or in some cases is deemed to realize as a result of certain transactions. For the fiscal year ended December 29, 2024 and fiscal year ended December 31, 2023, the Company made TRA payments of $4.4 million relating to tax year 2022 and $0.8 million relating to tax year 2021. We expect a payment of $7.7 million relating to tax year 2023 to be paid within the next 12 months.


	Fiscal Years Ended
(in thousands)	December 29, 2024		December 31, 2023
Current portion of Tax Receivable Agreement liability	$	7,686	$	4,428
Tax Receivable Agreement liability	316,893		295,390

EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 29, 2024

Earnings Per Share [Abstract]

Schedule of Computations of Basic and Diluted Earnings per Share

The computations of basic and diluted earnings per share for the years ended December 29, 2024, December 31, 2023 and December 25, 2022 are as follows (in thousands):


	Fiscal Years Ended
	December 29, 2024		December 31, 2023		December 25, 2022
Net income	$	35,076	$	24,818	$	17,157
Net income attributable to non-controlling interests	5,559		6,394		6,306
Net income attributable to Portillo's Inc.	$	29,517	$	18,424	$	10,851

Shares:
Weighted-average number of common shares outstanding-basic	61,050		53,807		38,902
Dilutive unit awards	2,932		3,501		3,814
Weighted-average number of common shares outstanding-diluted	63,983		57,308		42,716

Basic net income per share	$	0.48	$	0.34	$	0.28
Diluted net income per share	$	0.46	$	0.32	$	0.25

Schedule of Units Excluded from Calculation of Diluted Earnings per Share

The following outstanding shares were excluded from the calculation of diluted earnings per share because they would be antidilutive (in thousands):


	Fiscal Years Ended
		December 29, 2024	December 31, 2023	December 25, 2022
Performance Stock Options (1)		1,377	1,812	1,807
Performance Stock Units (1)		291	—	—
Restricted Stock Units		137	5	—
Stock Options		315	—	—
Total shares excluded from diluted earnings per share		2,120	1,817	1,807

(1) Number of securities outstanding excluded from the computation of diluted earnings per share of Class A common stock because the performance conditions associated with these awards were not met assuming the end of the reporting period was the end of the performance period.

INVENTORIES

12 Months Ended

Dec. 29, 2024

Inventory Disclosure [Abstract]

INVENTORIES

Inventories consisted of the following (in thousands):


	December 29, 2024		December 31, 2023
Raw materials	$	5,756	$	6,737
Work in progress	168		157
Finished goods	1,216		912
Consigned inventory	775		927
	$	7,915	$	8,733

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents and restricted cash	$ 22,876	$ 10,438
Accounts and tenant improvement receivables	14,794	14,183
Inventories	7,915	8,733
Prepaid expenses	7,066	8,565
Total current assets	52,651	41,919
Property and equipment, net	358,975	295,793
Operating lease assets	222,390	193,825
Goodwill	394,298	394,298
Trade names	223,925	223,925
Other intangible assets, net	26,098	28,911
Equity method investment	16,056	16,684
Deferred tax assets	197,409	184,701
Other assets	8,284	5,485
Total other assets	866,070	854,004
Total assets	1,500,086	1,385,541
CURRENT LIABILITIES:
Accounts payable	45,516	33,189
Current portion of long-term debt	11,250	7,500
Short-term debt	25,000	15,000
Current portion of Tax Receivable Agreement liability	7,686	4,428
Deferred revenue	7,032	7,180
Short-term lease liability	6,013	5,577
Accrued expenses	33,072	32,039
Total current liabilities	135,569	104,913
LONG-TERM LIABILITIES:
Long-term debt, net of current portion	275,422	283,923
Tax Receivable Agreement liability	316,893	295,390
Long-term lease liability	278,540	238,414
Other long-term liabilities	3,559	2,791
Total long-term liabilities	874,414	820,518
Total liabilities	1,009,983	925,431
COMMITMENTS AND CONTINGENCIES (NOTE 16)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized, 0.00 issued and outstanding	0	0
Additional paid-in-capital	357,295	308,212
Retained earnings	43,129	13,612
Total stockholders' equity attributable to Portillo's Inc.	401,061	322,379
Non-controlling interest	89,042	137,731
Total stockholders' equity	490,103	460,110
Total liabilities and members' equity	1,500,086	1,385,541
Class A Common Stock
STOCKHOLDERS' EQUITY:
Common stock, value	637	555
Class B Common Stock
STOCKHOLDERS' EQUITY:
Common stock, value	$ 0	$ 0

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 35,076,000	$ 24,818,000	$ 17,157,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	27,297,000	24,313,000	20,907,000
Amortization of debt issuance costs and discount	873,000	1,001,000	2,751,000
Loss on sales of assets	528,000	592,000	398,000
Equity-based compensation	11,151,000	15,542,000	16,137,000
Deferred income tax expense	6,771,000	3,249,000	1,820,000
Tax Receivable Agreement liability adjustment	(9,149,000)	(3,349,000)	(5,345,000)
Gift card breakage	(852,000)	(917,000)	(798,000)
Asset impairment	657,000	0	0
Loss on debt extinguishment	0	3,465,000	0
Changes in operating assets and liabilities:
Accounts receivables	862,000	(679,000)	191,000
Receivables from related parties	(46,000)	(82,000)	96,000
Inventories	818,000	(1,346,000)	(1,309,000)
Other current assets	357,000	(3,643,000)	914,000
Operating lease assets	8,469,000	7,402,000	6,793,000
Accounts payable	11,284,000	209,000	(3,621,000)
Accrued expenses and other liabilities	1,827,000	3,021,000	1,587,000
Operating lease liabilities	(3,178,000)	(2,033,000)	(2,426,000)
Deferred lease incentives	5,553,000	1,501,000	1,651,000
Other assets and liabilities	(258,000)	(2,283,000)	(14,000)
NET CASH PROVIDED BY OPERATING ACTIVITIES	98,040,000	70,781,000	56,889,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(88,191,000)	(87,918,000)	(47,061,000)
Proceeds from the sale of property and equipment	77,000	81,000	44,000
NET CASH USED IN INVESTING ACTIVITIES	(88,114,000)	(87,837,000)	(47,017,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term debt, net	10,000,000	15,000,000	0
Proceeds from long-term debt	0	300,000,000	0
Payments of long-term debt	(5,625,000)	(328,053,000)	(3,324,000)
Proceeds from equity offering, net of underwriting discounts	114,960,000	179,306,000	364,956,000
Repurchase of outstanding equity / Portillo's OpCo units	(114,960,000)	(179,306,000)	(364,956,000)
Distributions paid to non-controlling interest holders	(838,000)	(399,000)	0
Proceeds from stock option exercises	4,332,000	1,879,000	1,890,000
Employee withholding taxes related to net settled equity awards	(1,433,000)	(1,505,000)	(2,632,000)
Proceeds from Employee Stock Purchase Plan purchases	508,000	527,000	129,000
Payments of Tax Receivable Agreement liability	(4,432,000)	(813,000)	0
Payment of deferred financing costs	0	(3,569,000)	0
Payment of initial public offering issuance costs	0	0	(771,000)
NET CASH PROVIDED (USED) IN FINANCING ACTIVITIES	2,512,000	(16,933,000)	(4,708,000)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	12,438,000	(33,989,000)	5,164,000
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD	10,438,000	44,427,000	39,263,000
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD	22,876,000	10,438,000	44,427,000
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	19,445,000	28,282,000	23,968,000
Income tax paid	0	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued capital expenditures	13,466,000	12,729,000	9,796,000
Establishment of liabilities under Tax Receivable Agreement	$ 38,342,000	$ 51,165,000	$ 101,524,000

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 29, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

EQUITY-BASED COMPENSATION - Restricted Stock Units and Performance Stock Options (Details) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 29, 2024 USD ($) $ / shares shares
RSUs
Number of Awards:
Outstanding, beginning of the period (in shares)	536
Granted (in shares)	755
Vested (in shares)	(349)
Forfeited (in shares)	(139)
Outstanding, end of the period (in shares)	804
Weighted-average grant date fair value per share
Non-vested, beginning of the period (in dollars per share) \| $ / shares	$ 20.23
Granted (in dollars per share) \| $ / shares	12.14
Vested (in dollars per share) \| $ / shares	19.85
Forfeited (in dollars per share) \| $ / shares	15.80
Non-vested, end of the period (in dollars per share) \| $ / shares	$ 13.55
PSOs
Number of Awards:
Outstanding, beginning of the period (in shares)	1,812
Granted (in shares)	625
Exercised (in shares)	0
Forfeited (in shares)	(1,060)
Expired (in shares)	0
Outstanding, end of the period (in shares)	1,377
Exercisable (in shares)	0
Vested and expected to vest (in shares)	1,287
Weighted-average grant date fair value per share
Non-vested, beginning of the period (in dollars per share) \| $ / shares	$ 20.02
Granted (in dollars per share) \| $ / shares	12.17
Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	18.47
Expired (in dollars per share) \| $ / shares	0
Non-vested, end of the period (in dollars per share) \| $ / shares	17.65
Exercisable (in dollars per share) \| $ / shares	0
Vested and expected to vest (in dollars per share) \| $ / shares	$ 17.65
Weighted Average Remaining Term, Outstanding	7 years 8 months 12 days
Weighted Average Remaining Term, Vested and expected to vest	7 years 8 months 12 days
Aggregate Intrinsic Value, Outstanding \| $	$ 0
Aggregate Intrinsic Value, Exercisable \| $	0
Aggregate Intrinsic Value, Vested and expected to vest \| $	$ 0
PSUs
Number of Awards:
Outstanding, beginning of the period (in shares)	0
Granted (in shares)	335
Exercised (in shares)	0
Vested (in shares)	0
Forfeited (in shares)	(44)
Outstanding, end of the period (in shares)	291
Vested and expected to vest (in shares)	0
Weighted-average grant date fair value per share
Non-vested, beginning of the period (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	11.82
Forfeited (in dollars per share) \| $ / shares	11.94
Non-vested, end of the period (in dollars per share) \| $ / shares	11.81
Vested and expected to vest (in dollars per share) \| $ / shares	$ 11.81

STOCKHOLDERS' EQUITY	12 Months Ended
STOCKHOLDERS' EQUITY	Dec. 29, 2024
Equity [Abstract]
STOCKHOLDERS' EQUITY	STOCKHOLDERS' EQUITY Amended and Restated Certificate of Incorporation In connection with the IPO, we amended and restated our certificate of incorporation to, among other things, provide for the (i) authorization of 380,000,000 shares of Class A common stock, par value $0.01 per share; (ii) authorization of 50,000,000 shares of Class B common stock, par value $0.00001; (iii) authorization of 10,000,000 shares of preferred stock, par value $0.01 per share; and (iv) provides that our Board will be elected annually to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified. Holders of shares of our Class A common stock are entitled to one vote for each share held of record on all matters on which shareholders are entitled to vote generally, including the election or removal of directors. Holders of shares of our Class A common stock are entitled to receive dividends when and if declared by our Board out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Each share of Class B common stock will entitle its holder to one vote per share on all matters submitted to a vote of our shareholders. The Class B common stock is not entitled to economic interests in Portillo’s Inc. Holders of our Class B common stock do not have any right to receive dividends. Amended and Restated LLC Agreement In connection with the IPO, we amended and restated the limited liability company agreement of Portillo’s OpCo ("LLC Agreement") to, among other things, convert all outstanding equity interests into LLC Units. The LLC Agreement also provides that holders of LLC Units may, from time to time, redeem all or a portion of their LLC Units for newly-issued shares of Class A common stock on a one-for-one basis. Upon receipt of a redemption request, we may, instead, elect to effect a direct exchange of LLC Units directly with the holder. In connection with any redemption or exchange, we will receive a corresponding number of LLC Units, increasing our total ownership interest. Additionally, an equivalent number of shares of Class B common stock will be surrendered and canceled. The LLC Agreement also requires that Portillo's OpCo, at all times, maintain (i) a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of LLC Units owned by us and (ii) a one-to-one ratio between the number of shares of Class B common stock owned by the pre-IPO LLC Members and the number of LLC Units owned by the pre-IPO LLC Members. Redemption of LLC Units In the fourth quarter of 2024, certain pre-IPO LLC Members redeemed 840,992 LLC Units in the aggregate for newly-issued shares of Class A common stock on a one-for-one basis, in accordance with the terms of the Second Amended and Restated LLC Agreement of Portillo’s OpCo, dated as of October 20, 2021. In the first quarter of 2024, the Company completed a secondary offering of 8,000,000 shares of the Company's Class A common stock at an offering price of $14.37 per share. In the first quarter of 2023, the Company completed a secondary offering of 8,000,000 shares of the Company's Class A common stock at an offering price of $21.05 per share. On April 5, 2023, the Underwriter exercised its overallotment option in part, to purchase an additional 620,493 shares of the Company's Class A common stock at an offering price of $21.05 per share. In the third and fourth quarters of 2022, the Company completed two secondary offerings of 8,066,458 shares (including 66,458 shares sold to the underwriters pursuant to their overallotment option) and 8,000,000 shares, respectively, of the Company's Class A common stock at an offering price of $23.75 and $22.69, respectively, per share. See Note 1. Description Of Business for additional information on secondary offerings and redemption of LLC Units. As of December 29, 2024, the Company owned 85.6% of Portillo's OpCo and the pre-IPO LLC Members owned the remaining 14.4% of Portillo's OpCo. As of December 29, 2024, shareholders of the Blocker Companies and pre-IPO LLC Members owned 3,755,165 shares of Class A common stock and 10,732,800 shares of Class B common stock, respectively. Equity-Based Compensation Plan Activity We received an aggregate of 1,432,078, 717,416, and 777,393 LLC Units in connection with the activity under our equity-based compensation plans during the years ended December 29, 2024, December 31, 2023, and December 25, 2022, respectively, related to the exercise of stock options, vested restricted stock awards and restricted stock units, and employee stock purchase plan purchases. See Note 13. Equity-Based Compensation for additional information.

- Definition

The entire disclosure for equity.

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+ Details

SUPPLEMENTAL BALANCE SHEET INFORMATION - Schedule of Accounts and Tenant Improvement Receivables (Details) - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023
Balance Sheet Related Disclosures [Abstract]
Tenant improvement receivable	$ 8,868	$ 8,081
Accounts receivable	5,926	6,102
Total	$ 14,794	$ 14,183

RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Accounts receivable	$ 5,926	$ 6,102
Accounts payable	$ 45,516	33,189
TRA obligation percent	85.00%
TRA amounts paid	$ 4,400	800
Current portion of Tax Receivable Agreement liability	$ 7,686	4,428
Portillos Inc \| Berkshire Partners L L C
Related Party Transaction [Line Items]
Ownership percentage	18.80%
Related Party
Related Party Transaction [Line Items]
Accounts receivable	$ 300	300
Accounts payable	$ 400	$ 400

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 29,517	$ 18,424	$ 10,851

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

INCOME TAXES - Narrative (Details) - USD ($)	3 Months Ended			12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($)	Dec. 29, 2024	Mar. 31, 2024	Mar. 26, 2023	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Effective Income Tax Rate Reconciliation [Line Items]
Effective income tax rate				16.20%	11.50%	9.60%
Investment in partnership	$ 63,906,000			$ 63,906,000	$ 73,626,000
TRA asset	78,462,000			78,462,000	71,536,000
Valuation allowance	7,150,000			7,150,000	9,200,000
Operating loss carryforwards	47,000,000			47,000,000	38,700,000
Unrecognized tax benefits	0			0	0
Deferred tax assets	204,559,000			204,559,000	193,901,000
Net deferred tax assets	197,409,000			197,409,000	184,701,000
TRA liability		$ 33,700,000	$ 47,400,000
Tax receivable agreement liability	324,600,000			324,600,000
Tax receivable agreement amount paid				4,400,000	800,000
Current portion of Tax Receivable Agreement liability	7,686,000			7,686,000	4,428,000
Deferred Tax Assets, Tax Receivable Agreement, Period Increase (Decrease)		$ 17,800,000	$ 34,900,000	$ 78,500,000	$ 71,500,000
Fourth Quarter 2024
Effective Income Tax Rate Reconciliation [Line Items]
TRA liability	4,300,000
Deferred Tax Assets, Tax Receivable Agreement, Period Increase (Decrease)	$ 1,700,000
Class B Common Stock
Effective Income Tax Rate Reconciliation [Line Items]
Redemption of LLC Interests (in shares)	840,992	5,832,371	5,893,600

EQUITY-BASED COMPENSATION - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023
2021 Equity Incentive Plan
Stock Options
Outstanding, beginning balance (in shares)	0
Granted (in shares)	311,042
Exercised (in shares)	0
Forfeited (in shares)	0
Expired (in shares)	0
Outstanding, ending balance (in shares)	311,000
Exercisable, end of period (in shares)	0
Vested and expected to vest, end of period (in shares)	262,000
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 11.94	$ 0
Granted (in dollars per share)	11.94
Exercised (in dollars per share)	0
Forfeited (in dollars per share)	0
Expired (in dollars per share)	0
Outstanding, ending balance (in dollars per share)	11.94
Exercisable, end of period (in dollars per share)	0
Vested and expected to vest, end of period (in dollars per share)	$ 11.94
Options outstanding, weighted average remaining contractual term	9 years 4 months 24 days
Options vested and expected to vest, weighted average remaining contractual term	9 years 4 months 24 days
Aggregate Intrinsic Value, outstanding	$ 0
Aggregate Intrinsic Value, exercisable	0
Aggregate Intrinsic Value, vested and expected to vest	$ 0
2014 Equity Incentive Plan
Stock Options
Outstanding, beginning balance (in shares)	5,261,000
Granted (in shares)	0
Exercised (in shares)	(1,108,000)
Forfeited (in shares)	(35,000)
Expired (in shares)	0
Outstanding, ending balance (in shares)	4,118,000
Exercisable, end of period (in shares)	4,010,000
Vested and expected to vest, end of period (in shares)	4,114,000
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 4.87	$ 4.67
Granted (in dollars per share)	0
Exercised (in dollars per share)	3.91
Forfeited (in dollars per share)	4.76
Expired (in dollars per share)	0
Outstanding, ending balance (in dollars per share)	4.87
Exercisable, end of period (in dollars per share)	4.86
Vested and expected to vest, end of period (in dollars per share)	$ 4.87
Options outstanding, weighted average remaining contractual term	3 years 3 months 18 days
Options exercisable, weighted average remaining contractual term	3 years 2 months 12 days
Options vested and expected to vest, weighted average remaining contractual term	3 years 3 months 18 days
Aggregate Intrinsic Value, outstanding	$ 16,908
Aggregate Intrinsic Value, exercisable	16,535
Aggregate Intrinsic Value, vested and expected to vest	$ 16,893

DESCRIPTION OF BUSINESS (Details)		3 Months Ended					6 Months Ended
DESCRIPTION OF BUSINESS (Details)	Apr. 05, 2023 $ / shares shares	Dec. 29, 2024 state food_production_commissary restaurant shares	Mar. 31, 2024 $ / shares shares	Mar. 26, 2023 offering $ / shares shares	Dec. 25, 2022 $ / shares shares	Sep. 25, 2022 $ / shares shares	Dec. 25, 2022 offering $ / shares	Dec. 31, 2023 restaurant
Schedule of Equity Method Investments [Line Items]
Number of states in which entity operates \| state		10
Number of food production commissaries \| food_production_commissary		2
Number of restaurants \| restaurant		93						83
Number of non-traditional locations \| restaurant		2						2
pre-IPO LLC Members
Schedule of Equity Method Investments [Line Items]
Redemption of LLC Interests (in shares)		840,992	5,832,371	5,893,600
pre-IPO LLC Members \| Portillo's OpCo
Schedule of Equity Method Investments [Line Items]
Ownership %		14.40%						23.90%
Portillo's Inc.
Schedule of Equity Method Investments [Line Items]
Redemption ratio		1
Portillo's Inc. \| Portillo's OpCo
Schedule of Equity Method Investments [Line Items]
Ownership %		85.60%						76.10%
Portillo's Inc. \| Blocker Companies
Schedule of Equity Method Investments [Line Items]
Shares acquired (in shares)			2,167,629
LLC Units
Schedule of Equity Method Investments [Line Items]
Redemption of LLC Interests (in shares)			5,832,371
Redemption ratio		1
Issuance of common units (in shares)			5,832,371
Secondary Offering \| Portillo's Inc.
Schedule of Equity Method Investments [Line Items]
Number of shares issued in transaction (in shares)			8,000,000	8,000,000	8,000,000	8,066,458
Sale of stock, price per share (in dollars per share) \| $ / shares			$ 14.37	$ 21.05	$ 22.69	$ 23.75	$ 22.69
Number of offerings \| offering				1			2
Over-Allotment Option \| Portillo's Inc.
Schedule of Equity Method Investments [Line Items]
Number of shares issued in transaction (in shares)	620,493		1,200,000			66,458
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 21.05
Sale of stock, transaction period			30 days
C&O
Schedule of Equity Method Investments [Line Items]
Ownership percentage		50.00%

NON-CONTROLLING INTERESTS - Schedule of LLC interest Ownership by Portillo's Inc. and Pre-IPO LLC Members (Details) - shares	Dec. 29, 2024	Dec. 31, 2023
Portillo's OpCo
Noncontrolling Interest [Line Items]
Total	100.00%	100.00%
LLC Units
Noncontrolling Interest [Line Items]
LLC Units (in shares)	74,407,379	72,975,301
Portillo's Inc. \| Portillo's OpCo
Noncontrolling Interest [Line Items]
Ownership %	85.60%	76.10%
Portillo's Inc. \| LLC Units
Noncontrolling Interest [Line Items]
LLC Units (in shares)	63,674,579	55,502,375
pre-IPO LLC Members \| Portillo's OpCo
Noncontrolling Interest [Line Items]
Ownership %	14.40%	23.90%
pre-IPO LLC Members \| LLC Units
Noncontrolling Interest [Line Items]
LLC Units (in shares)	10,732,800	17,472,926

DEBT - Schedule of Maturities of Long-term Debt (Details) $ in Thousands	Dec. 29, 2024 USD ($)
Debt Disclosure [Abstract]
2025	$ 11,250
2026	15,000
2027	22,500
2028	240,000
Long-term debt	$ 288,750

GOODWILL & INTANGIBLE ASSETS - Schedule of Aggregate Amortization Expense (Details) $ in Thousands	Dec. 29, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 2,707
2026	2,707
2027	2,707
2028	2,707
2029	2,150
2030 and thereafter	13,120
Intangibles subject to amortization, net	$ 26,098

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
2023 Term Loan	$ 288,750
Unamortized discount and debt issuance costs	(2,078)	$ (2,952)
Total debt, net	311,672	306,423
Less: Short-term debt	(25,000)	(15,000)
Less: Current portion of long-term debt	(11,250)	(7,500)
Long-term debt, net	275,422	283,923
Credit Agreement
Debt Instrument [Line Items]
2023 Revolver Facility	313,800	309,400
Credit Agreement \| 2023 Term Loan \| 2023 Term Loan
Debt Instrument [Line Items]
2023 Term Loan	288,750	294,375
2023 Revolver Facility	288,800	294,400
Credit Agreement \| 2023 Revolver Facility \| 2023 Revolver Facility
Debt Instrument [Line Items]
2023 Revolver Facility	$ 25,000	$ 15,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 29, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company does not have any components of other comprehensive income (loss) recorded within its consolidated financial statements, and therefore, does not separately present a statement of comprehensive income (loss). Fiscal Year The Company operates on a 52- or 53-week fiscal year ending on the Sunday on or prior to December 31. In a 52-week fiscal year, each quarterly period is comprised of 13 weeks. The additional week in a 53-week fiscal year is added to the fourth quarter. Fiscal 2024 and 2022 each consisted of 52 weeks. Fiscal 2023 consisted of 53 weeks. The 53rd week in fiscal 2023 coincided with Christmas, resulting in six additional operating days. The fiscal periods presented in this report are fiscal years ended December 29, 2024 ("fiscal 2024"), December 31, 2023 ("fiscal 2023") and December 25, 2022 ("fiscal 2022"), respectively. Unless otherwise stated, references to years in this report relate to fiscal years. Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of sales and expenses during the period. Actual results could differ from those estimates. Cash and Cash Equivalents and Restricted Cash Cash includes amounts that are either held in the Company’s bank accounts or represent deposits in transit. Amounts receivable from credit card processors are considered cash equivalents because they are both short in term and highly liquid in nature and are typically converted to cash within three business days of the sales transactions. Restricted cash includes amounts that are held in the Company’s bank accounts subject to minimum balance requirements for medical claim disbursements. Accounts and Tenant Improvement Receivables Accounts and tenant improvement receivables consist primarily of vendor rebates, tenant improvement receivables, and delivery receivables as well as receivables from related parties (Note 18. Related Party Transactions). The Company evaluates the collectability of its Accounts and tenant improvement receivables based on a variety of factors, including historical experience, current and future economic and market conditions and other factors. Based on these factors, no allowance for uncollectible accounts was recorded at December 29, 2024 or December 31, 2023. Inventories Inventories, which consists mainly of food products, is valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out (FIFO) method. No other adjustment is deemed necessary to reduce inventory to lower of cost or net realizable value due to the rapid turnover and high utilization of inventory. The Company operates two commissaries to supply the Company's restaurants with several products and ensures product consistency and quality. The commissaries derive revenue principally from the sale and distribution of food to our distributors, who, in turn, sell the food to the restaurants. This is considered under ASC 845, Non-Monetary Transactions, and the impact on the statement of operations is not material. These products are held as inventory at distributors on a short-term consignment basis. Inventories subject to these consignment arrangements are recorded on the Company’s consolidated balance sheet and were $0.8 million and $0.9 million as of December 29, 2024 and December 31, 2023, respectively. Equity Method Investment The Company has a 50% interest in C&O. The Company accounts for the investment and financial results in the consolidated financial statements under the equity method of accounting as the Company has significant influence but does not have control. The investment is adjusted to reflect the Company’s share of C&O’s earnings and losses to date and any distributions received. Long-Lived Assets and Valuation The Company’s long-lived assets include property and equipment and definite-lived intangible assets. Property and equipment are recorded at cost. Internal costs directly associated with the acquisition, development and construction of a restaurant are capitalized. Expenditures for refurbishments and improvements that significantly add to the productivity capacity or extend the useful life are capitalized, while expenditures for maintenance and repairs are expensed as incurred. Leasehold improvements are amortized over the shorter of the lease term, which generally includes option periods that are reasonably certain, or the estimated useful lives of the assets. Except for leasehold improvements, depreciation is computed over the estimated useful lives of the assets (generally ranging from three to 10 years). Upon disposal of assets, the accounts are relieved of cost and accumulated depreciation and any related gain or loss is reflected in other income, net in the Company's consolidated statements of operations. The Company reviews its long-lived assets, including property and equipment and construction-in-progress, definite-lived intangible assets and operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Recoverability is measured by a comparison of the carrying amount to future undiscounted cash flows that are expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying value exceeds the estimated fair value. Restaurant-level assets are grouped by restaurant for the purpose of the impairment assessment because a restaurant represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. During fiscal 2024, the Company recorded a technology asset impairment charge of $0.7 million that was included within other income, net in the Company's consolidated statements of operations. There were no asset impairment charges recorded in fiscal 2023 and fiscal 2022. Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are assessed for impairment annually in the fourth quarter or more frequently if events and circumstances indicate that it is more likely than not that the fair value of a reporting unit or an intangible asset is less than its carrying value. The Company has one reporting unit which is evaluated for impairment annually. Fair value of the reporting unit is estimated using the market capitalization approach that uses publicly available market data, including publicly traded stock prices and total shares outstanding to determine the fair value of the reporting unit. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded for the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The Company’s indefinite-lived intangible assets consist of trade names and trademarks (collectively “trade names”). The Company estimates the fair value of its trade names using a relief-from-royalty income approach. If the fair value of the trade name is less than its carrying value, an impairment loss is recorded for the difference between the estimated fair value and carrying value of the intangible assets. Fair Value of Financial Instruments The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes three levels of the fair value hierarchy as follows: Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 - Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. Revenue Recognition Revenues from retail restaurants are presented net of discounts and recognized when food and beverage products are sold to the end customer. Sales taxes collected from customers are excluded from revenues and the obligation is included in accrued liabilities until the taxes are remitted to the appropriate taxing authorities. The Company also offers delivery services to its customers. Delivery sales are generally fulfilled by third-party delivery partners whether ordered through the Portillo's app and website ("Dispatch Sales") or through third-party delivery partners ("Marketplace Sales"). Dispatch Sales include delivery and service fees as the Company controls the delivery. Revenue from Dispatch Sales is recognized when food is delivered to the customer. For these sales, the Company receives payment directly from the customer at the time of sale. Revenue for Marketplace Sales is recognized in the amount paid to the delivery partner by the customer for food and excludes delivery and service fees charged by the third-party delivery partner as the Company does not control the delivery. Revenue from Marketplace Sales is recognized when food is delivered to the customer. For these sales, the Company receives payment from the delivery partner subsequent to the transfer of order, which is generally paid one week in arrears. For all delivery sales of food, the Company is considered the principal and recognizes revenue on a gross basis. The Company sells gift cards which do not have expiration dates. The Company records the sale of the gift card as a contract liability and recognizes revenue from gift cards when: (i) the gift card is redeemed by the customer; or (ii) in the event a gift card is not expected to be redeemed, in proportion to the pattern of rights exercised by the customer (gift card breakage). The Company has determined that 11% of gift card sales will not be redeemed and will be retained by us based on a portfolio assessment of historical data on gift card redemption patterns. Gift card breakage is recorded within revenues, net in the consolidated statements of operations. Generally, revenue is recognized as promised goods or services transfer to the guest or customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenues are recognized when payment is tendered at the point of sale as the performance obligation has been satisfied. Refer to Note 3. Revenue Recognition for additional detail. Commitments The majority of the food products the Company purchases are subject to changes in price primarily due to the effect of supply and demand of the commodities, in particular, proteins, dairy, produce and grains. Overall pricing agreements are established in an effort to maintain a more consistent food cost without creating long-term purchase commitments. Employee Benefits The Company sponsors a 401(k) plan for all employees that are eligible based upon age and length of service. The expenses incurred for Company matching contributions to the plan were approximately $0.6 million, $0.4 million and $0.4 million for the years ended December 29, 2024, December 31, 2023 and December 25, 2022, respectively. The Company offers a non-qualified deferred compensation plan to certain officers and other members of management. Under the plan, eligible employees may defer up to 80% of their annual salary and annual bonus. The Company has elected to fund its deferred compensation obligations through a rabbi trust. The rabbi trust is subject to creditor claims in the event of insolvency, but such assets are not available for general corporate purposes. Assets held in the rabbi trust are invested in mutual funds, which are purchased and held principally for the purpose of selling them in the near term, and are classified as trading securities and carried at fair value. Equity-Based Compensation The Company has issued non-qualified stock options, performance-based stock options, performance stock units, restricted stock units and restricted stock awards. Equity-based compensation expense is generally measured based on the grant-date fair value of those awards and is recognized on a straight-line basis over the vesting period. Equity-based compensation expense is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment to equity-based compensation expense will be recognized at that time. We have also granted equity awards with performance vesting conditions. Equity awards with performance or market vesting conditions generally vest based on our attainment versus stated targets or criteria over a three-year performance and service period. Performance goals are determined by the Board and include measures such as revenue and adjusted EBITDA growth. Compensation expense on stock awards subject to performance conditions, which is based on the quantity of awards we have determined are probable of vesting, is recognized over the longer of the estimated performance goal attainment period or time vesting period. Equity-based compensation expense is included within general and administrative expenses and labor in the consolidated statements of operations. Refer to Note 13. Equity-Based Compensation for additional detail. The Company adopted an Employee Share Purchase Plan (“ESPP”) in June 2022 under which qualifying employees may be granted purchase rights to the Company’s common shares at not less than 85% of the market price on the purchase date, subject to Company discretion. The ESPP has a maximum of 250,000 shares of the Company's Class A common stock available for issuance. Eligible employees are able to contribute up to 15% of their gross base earnings for purchases under the ESPP through regular payroll deductions, subject to an annual maximum dollar amount. The expense incurred under the ESPP for the years ended December 29, 2024, December 31, 2023 and December 25, 2022, was immaterial. The expense is included within general and administrative expenses and labor in the consolidated statement of operations. Advertising and Marketing Expenses Advertising costs are expensed the first-time advertising takes place, while the costs of producing advertising are expensed during production and the costs of communicating advertising are expensed as services are received. Advertising and marketing expenses totaled $8.0 million, $5.9 million and $4.0 million for the years ended December 29, 2024, December 31, 2023 and December 25, 2022, respectively. Advertising and marketing expenses included in other operating expenses in the consolidated statements of operations primarily relate to sponsorships, restaurant merchandising and charitable giving; and those expenses included in general and administrative expenses in the consolidated statements of operations primarily consist of regional advertising and branding initiatives. The year-over-year change for 2024 is primarily related to an advertising campaign in the Arizona market in the first quarter of 2024 and in the Chicagoland market in the third and fourth quarters of 2024. Cloud-Based Software Implementation Costs The Company has entered into cloud-based software hosting arrangements for which it incurs implementation costs. Certain costs incurred during the application development stage are capitalized and included within prepaid expenses or other assets, depending on the long or short-term nature of such costs, in line with the Company's policy on the accounting for prepaid software hosting arrangements. Costs incurred during the preliminary project stage and post-implementation stage are expensed as incurred. Capitalized cloud-based software implementation costs are amortized, beginning on the date the related software or module is ready for its intended use, on a straight-line basis over the remaining term of the hosting arrangement as a component of general and administrative expenses, the same line item as the expense for the associated hosting arrangement. As of December 29, 2024, the Company had $3.4 million of capitalized cloud-based software implementation costs made up of $0.9 million recorded within prepaid expenses and $2.5 million recorded within other assets. As of December 31, 2023, the Company had $2.0 million of capitalized cloud-based software implementation costs made up of $0.3 million recorded within prepaid expenses and $1.7 million recorded within other assets related to its enterprise resource planning ("ERP") and human capital management ("HCM") systems. Leases The Company currently leases land for its retail restaurants and commissaries, and office space under various long-term operating lease agreements that expire on various dates through 2068. We also lease equipment, which primarily consists of restaurant equipment and copiers. We have immaterial short-term operating leases, such as those for seasonal rentals and training spaces. We evaluate the contracts to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified. We evaluate whether we control the use of the asset, which is determined by assessing whether we obtain substantially all economic benefits from the use of the asset, and whether we have the right to direct the use of the asset. If these criteria are met and we have identified a lease, we account for the contract under the requirements of ASC 842. Upon the possession of a leased asset, we determine its classification as an operating or finance lease. As of December 29, 2024, all of our leases are classified as operating leases. Operating lease assets and liabilities are recognized at the lease commencement date. We make judgments regarding the probable term for each lease, which can impact the classification and accounting for a lease as operating or financing, as well as the amount of straight-line rent expense in a particular period. Generally, the leases for the Company's restaurant locations have an initial term of 10 years to 20 years and typically provide for renewal options in five-year increments, as well as rent escalations. Renewal options are generally recognized as part of the right-of-use assets and lease liabilities as it is reasonably certain at commencement date that we would exercise the options to extend the lease. Some of our real estate leases provide for base rent, plus if applicable, additional rent based on gross sales, as defined in each lease agreement, which is considered to be variable rent. When the achievement of such sales thresholds are deemed to be probable, contingent rent is accrued in proportion to the sales recognized during the period. For operating leases that include rent holidays and rent escalation clauses, we recognize lease expense on a straight-line basis over the lease term from the date we take possession of the leased property. Lease expense incurred before a restaurant opens is recorded in pre-opening expenses in the consolidated statements of operations. Once a restaurant opens, we record the straight-line lease expense and any contingent rent, if applicable, in occupancy on the consolidated statements of operations. Many of our leases also require us to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in occupancy, other operating expenses, or pre-opening expenses on the consolidated statements of operations, which are generally considered to be variable rent. For leases with a lease term of 12 months or less ("short-term operating lease"), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the consolidated balance sheets. Per the ASC 842 requirements, a lessee is required to use the rate implicit in the lease when readily determinable; alternatively, it would use the incremental borrowing rate in determining the present value of future lease payments. We estimate our incremental borrowing rates corresponding to the maturities of our leases. We estimate this rate based on prevailing financial market conditions, indications for the Company's credit rating, and other benchmarks related to the Company's outstanding secured borrowings. We expend cash for leasehold improvements to build out our leased premises. Generally, a portion of the leasehold improvements and building costs are reimbursed by our landlords as landlord incentives pursuant to agreed-upon terms in our lease agreements. If obtained, landlord incentives usually take the form of cash, full or partial credits against our future minimum or contingent rents otherwise payable by us, or a combination thereof. In most cases, the tenant improvement allowances are received after we take possession of the property, as we meet required milestones during the construction of the property. We include these amounts in the measurement of the initial operating lease liability, which are also reflected as a reduction to the initial measurement of the right-of-use asset. Pre-Opening Expenses Pre-opening expenses consist primarily of wages, occupancy expenses, which represent rent expense recognized during the period between the date of possession of the restaurant facility and the restaurant opening date, travel for the opening team, food, beverage, and the initial stocking of operating supplies. These are expensed as incurred prior to the restaurant opening for business. Income and Other Taxes We account for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. A valuation allowance is recognized if we determine it is more likely than not that all or a portion of a deferred tax asset will not be recognized. In making such determination, the Company considers all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, prudent and feasible tax planning strategies and recent and expected future results of operations. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we use to manage our business. Actual operating results in future years could differ from our current assumptions, judgments and estimates, which could have a material impact on the amount of deferred tax assets we ultimately realize. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act') was signed into law. The CARES Act intended to provide economic relief to those impacted by the COVID-19 pandemic. The CARES Act also allowed eligible employers to defer the remittance of employer federal payroll taxes otherwise payable during calendar year 2020 and remit half of such deferred amounts on or before December 31, 2021 and half on or before December 31, 2022. The Company deferred approximately $5.4 million of federal payroll tax remittances under this provision as of December 27, 2020, of which $2.7 million was paid during the year ended December 26, 2021 and the remaining deferred balance of $2.7 million was paid during the year ended December 25, 2022. Tax Receivable Agreement The Company is party to a Tax Receivable Agreement ("TRA") with certain pre-IPO LLC Members that provides for the payment by the Company of 85% of the amount of tax benefits, if any, that Portillo's Inc. actually realizes or in some cases is deemed to realize as a result of certain transactions. We account for the TRA liability in accordance with ASC 450 - Contingencies. Amounts payable under the TRA are contingent upon, among other things, (i) generation of future taxable income over the term of the TRA and (ii) future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax benefits, then we would not be required to make the related TRA payments. Therefore, we would only recognize a liability for TRA payments if we determine it is probable that we will generate sufficient future taxable income over the term of the TRA to utilize the related tax benefits. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of taxable income generated by Portillo's OpCo each year and the applicable tax rates. The amounts recorded for both the deferred tax assets and the liability for the Company's obligations under the TRA will be estimated at the time of any purchase or exchange as a reduction to stockholders' equity, and the effects of changes in any of the Company's estimates after this date will be included in net income or loss. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income or loss. Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing the net income (loss) attributable to common shareholders by the weighted-average number of shares outstanding. Diluted earnings (loss) per share adjusts the basic earnings (loss) per unit attributable to shareholders and the weighted-average number of units of shares outstanding for the potential dilutive impact of shares, using the treasury-stock method. Diluted earnings (loss) per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common units would have an anti-dilutive effect. Recently Issued Accounting Standards In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If, by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company is currently evaluating the effect of adopting this ASU. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which requires public entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold on an annual basis. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect of adopting this ASU. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect of adopting this ASU. Recently Adopted Accounting Standards In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The pronouncement provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. FASB has extended the sunset date to December 31, 2024. The impact of the transition from LIBOR to alternative reference rates was not material to the Company's consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard during the year ended December 29, 2024. See Note 17. Segment Information in the accompanying notes to the consolidated financial statements for further detail. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to its consolidated financial statements.

LEASES - Schedule of Operating Lease Right-of-use Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023
Leases [Abstract]
Right-of-use assets	$ 222,390	$ 193,825
Current lease liabilities	6,013	5,577
Non-current lease liabilities	278,540	238,414
Total operating lease liabilities	$ 284,553	$ 243,991

NON-CONTROLLING INTERESTS

12 Months Ended

Dec. 29, 2024

Noncontrolling Interest [Abstract]

NON-CONTROLLING INTERESTS

We are the sole managing member of Portillo's OpCo, and as a result, consolidate the financial results of Portillo's OpCo. We report a non-controlling interest to reflect the entitlement of the pre-IPO LLC Members who retained their equity ownership in Portillo's OpCo (the "pre-IPO LLC Members"). Changes in our ownership interest in Portillo's OpCo while we retain our controlling interest in Portillo's OpCo will be accounted for as equity transactions. As such, future redemptions or direct exchanges of LLC Units in Portillo's OpCo by the pre-IPO LLC members will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital.

The following table summarizes the LLC interest ownership by Portillo's Inc. and pre-IPO LLC members:


	December 29, 2024			December 31, 2023
	LLC Units	Ownership %		LLC Units	Ownership %
Portillo's Inc.	63,674,579	85.6	%	55,502,375	76.1	%
pre-IPO LLC Members	10,732,800	14.4	%	17,472,926	23.9	%
Total	74,407,379	100.0	%	72,975,301	100.0	%

The weighted average ownership percentages for the applicable reporting periods are used to attribute net income to Portillo's Inc. and the pre-IPO LLC Members. The pre-IPO LLC Members' weighted average ownership percentage for the years ended December 29, 2024, December 31, 2023 and December 25, 2022 was 17.0%, 25.9% and 45.8% respectively.

The following table summarizes the effects of changes in ownership in Portillo's OpCo on the Company’s equity (in thousands):


	Fiscal Years Ended
	December 29, 2024		December 31, 2023		December 25, 2022
Net income attributable to Portillo's Inc.	$	29,517	$	18,424	$	10,851

Activity under equity-based compensation plans	3,452		953		(606)
Non-controlling interest adjustment	55,304		48,849		89,374
Redemption of LLC Units	(67)		(64)		(118)
Establishment of liabilities under Tax Receivable Agreement and related changes to deferred tax assets associated with increases in tax basis	(18,863)		(13,712)		(23,662)
Total effect of changes in ownership interest on equity attributable to Portillo's Inc.	$	69,343	$	54,450	$	75,839

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Adoption of Accounting Standards Codification 842 - Leases	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-In Capital	(Accumulated Deficit) Retained Earnings	(Accumulated Deficit) Retained Earnings Adoption of Accounting Standards Codification 842 - Leases	Non-controlling interest	Non-controlling interest Adoption of Accounting Standards Codification 842 - Leases
Beginning balance (in shares) at Dec. 26, 2021					35,807,171	35,673,321
Beginning balance at Dec. 26, 2021	$ 423,406	$ 461			$ 358	$ 0	$ 186,856	$ (15,950)	$ 287	$ 252,142	$ 174
Total Equity
Net income	17,157							10,851		6,306
Equity-based compensation expense	16,137						8,820			7,317
Activity under stock compensation plans (in shares)					777,393
Activity under equity-based compensation plans	(598)				$ 8		(606)
Redemption of LLC Interests (in shares)					11,836,159	(11,836,159)
Redemption of LLC Units	0				$ 118		(118)
Non-controlling interest adjustment	0						89,374			(89,374)
Establishment of liabilities under Tax Receivable Agreement and related changes to deferred tax assets associated with increases in tax basis	(23,662)						(23,662)
Ending balance (in shares) at Dec. 25, 2022					48,420,723	23,837,162
Ending balance at Dec. 25, 2022	432,901				$ 484	$ 0	260,664	(4,812)		176,565
Total Equity
Net income	24,818							18,424		6,394
Equity-based compensation expense	15,542						11,522			4,020
Activity under stock compensation plans (in shares)					717,416
Activity under equity-based compensation plans	960				$ 7		953
Redemption of LLC Interests (in shares)					6,364,236	(6,364,236)
Redemption of LLC Units	0				$ 64		(64)
Non-controlling interest adjustment	0						48,849			(48,849)
Distributions paid to non-controlling interest holders	(399)									(399)
Establishment of liabilities under Tax Receivable Agreement and related changes to deferred tax assets associated with increases in tax basis	(13,712)						(13,712)
Ending balance (in shares) at Dec. 31, 2023			55,502,375	17,472,926	55,502,375	17,472,926
Ending balance at Dec. 31, 2023	460,110				$ 555	$ 0	308,212	13,612		137,731
Total Equity
Net income	35,076							29,517		5,559
Equity-based compensation expense	11,151						9,257			1,894
Activity under stock compensation plans (in shares)					1,432,078
Activity under equity-based compensation plans	3,467				$ 15		3,452
Redemption of LLC Interests (in shares)					6,740,126	(6,740,126)
Redemption of LLC Units	0				$ 67		(67)
Non-controlling interest adjustment	0						55,304			(55,304)
Distributions paid to non-controlling interest holders	(838)									(838)
Establishment of liabilities under Tax Receivable Agreement and related changes to deferred tax assets associated with increases in tax basis	(18,863)						(18,863)
Ending balance (in shares) at Dec. 29, 2024			63,674,579	10,732,800	63,674,579	10,732,800
Ending balance at Dec. 29, 2024	$ 490,103				$ 637	$ 0	$ 357,295	$ 43,129		$ 89,042

INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023
Deferred tax assets:
Investment in partnership	$ 63,906	$ 73,626
Tax Receivable Agreement	78,462	71,536
Net operating loss carryforwards	47,005	38,652
Other assets	15,186	10,087
Total gross deferred tax assets	204,559	193,901
Valuation allowance	(7,150)	(9,200)
Net deferred tax assets	$ 197,409	$ 184,701

CONTINGENCIES	12 Months Ended
CONTINGENCIES	Dec. 29, 2024
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES	CONTINGENCIES The Company is party to legal proceedings and potential claims arising in the normal conduct of business, including claims related to employment matters, contractual disputes, customer injuries, and property damage. Although the ultimate outcome of these claims and lawsuits cannot be predicted with certainty, management believes that the resulting liability, if any, will not have a material effect on the Company’s consolidated financial statements. As of December 29, 2024 and December 31, 2023, the Company recorded no loss contingencies.

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Income Statement [Abstract]
REVENUES, NET	$ 710,554,000	$ 679,905,000	$ 587,104,000
Restaurant operating expenses:
Food, beverage and packaging costs	241,679,000	230,869,000	204,237,000
Labor	181,091,000	173,868,000	154,392,000
Occupancy	36,632,000	33,358,000	30,657,000
Other operating expenses	83,038,000	76,639,000	65,312,000
Total restaurant operating expenses	542,440,000	514,734,000	454,598,000
General and administrative expenses	75,089,000	78,835,000	66,892,000
Pre-opening expenses	9,236,000	9,019,000	4,715,000
Depreciation and amortization	27,297,000	24,313,000	20,907,000
Net income attributable to equity method investment	(1,229,000)	(1,401,000)	(1,083,000)
Other income, net	(312,000)	(1,035,000)	(204,000)
OPERATING INCOME	58,033,000	55,440,000	41,279,000
Interest expense	25,616,000	27,470,000	27,644,000
Interest income	(309,000)	(212,000)	0
Tax Receivable Agreement liability adjustment	(9,149,000)	(3,349,000)	(5,345,000)
Loss on debt extinguishment	0	3,465,000	0
INCOME BEFORE INCOME TAXES	41,875,000	28,066,000	18,980,000
Income tax expense	6,799,000	3,248,000	1,823,000
NET INCOME	35,076,000	24,818,000	17,157,000
Net income attributable to non-controlling interests	5,559,000	6,394,000	6,306,000
NET INCOME ATTRIBUTABLE TO PORTILLO'S INC.	$ 29,517,000	$ 18,424,000	$ 10,851,000
Income per common share attributable to Portillo's Inc.:
Basic (in dollars per share)	$ 0.48	$ 0.34	$ 0.28
Diluted (in dollars per share)	$ 0.46	$ 0.32	$ 0.25
Weighted-average common shares outstanding:
Basic (in shares)	61,050,437	53,806,570	38,902,259
Diluted (in shares)	63,982,643	57,307,784	42,715,977

SUPPLEMENTAL BALANCE SHEET INFORMATION

12 Months Ended

Dec. 29, 2024

Balance Sheet Related Disclosures [Abstract]

SUPPLEMENTAL BALANCE SHEET INFORMATION

Accounts and tenant improvement receivables consisted of the following (in thousands):


	December 29, 2024		December 31, 2023
Tenant improvement receivable	$	8,868	$	8,081
Accounts receivable	5,926		6,102
Total	$	14,794	$	14,183

Prepaid expenses consisted of the following (in thousands):


	December 29, 2024		December 31, 2023
Prepaid insurance	$	2,510	$	3,060
Prepaid occupancy	495		2,314
Other prepaid expenses	4,061		3,191
Total	$	7,066	$	8,565

Accrued expenses consisted of the following (in thousands):


	December 29, 2024		December 31, 2023
Salaries, wages, and other compensation	$	14,382	$	18,019
Rent and real estate taxes	5,784		6,551
Insurance	3,634		3,310
Interest	5,471		170
Sales and use tax	3,351		3,477
Other accrued expenses	450		512
Total	$	33,072	$	32,039

SUPPLEMENTAL BALANCE SHEET INFORMATION - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023
Balance Sheet Related Disclosures [Abstract]
Prepaid insurance	$ 2,510	$ 3,060
Prepaid occupancy	495	2,314
Other prepaid expenses	4,061	3,191
Total	$ 7,066	$ 8,565

LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Leases [Abstract]
Operating lease cost	$ 32,542	$ 28,861	$ 25,735
Short-term operating lease cost	1,813	1,069	698
Variable lease cost	3,894	3,714	3,604
Operating leases	$ 38,249	$ 33,644	$ 30,037

EQUITY-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 29, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Non-Option Award Activity

Activity for the Company's RSUs was as follows:


	Restricted Stock Units (in thousands)	Weighted-average grant date fair value per share
Non-vested, December 31, 2023	536	$	20.23
Granted	755	12.14
Vested	(349)	19.85
Forfeited	(139)	15.80
Non-vested, December 29, 2024	804	$	13.55

Activity for the Company's PSOs was as follows:


	PSOs (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value
Outstanding-December 31, 2023	1,812	$	20.02
Granted	625	12.17
Exercised	—	—
Forfeited	(1,060)	18.47
Expired	—	—
Outstanding-December 29, 2024	1,377	17.65		7.7	—
Exercisable-December 29, 2024	—	—		—	—
Vested and expected to vest-December 29, 2024	1,287	$	17.65	7.7	$	—

Activity for the Company's PSUs was as follows:


	PSUs (in thousands)	Weighted Average Grant Date Fair Value
Non-vested, December 31, 2023	—	$	—
Granted	335	11.82
Exercised	—
Forfeited	(44)	11.94
Vested	—
Non-vested, December 29, 2024	291	$	11.81
Expected to vest-December 29, 2024*	—	$	11.81

*The expected to vest total above represents outstanding base PSUs, adjusted for expected attainment amounts in line with current and future estimated performance levels as described above.

Schedule of Award Fair Value and Weighted Average Assumptions

The fair value of the awards with post-vesting restrictions was determined using the Black-Scholes option pricing model and the weighted average assumptions were as follows:


						2022
Fair value						$14.98
Stock price						$17.19
Risk-free interest rate						4.45%
Expected life (years)						1.5
Annualized equity volatility						34.4%

No RSAs were issued during the years ended December 29, 2024 and December 31, 2023.

Schedule of Option Fair Value and Weighted Average Assumptions

The fair value and weighted average assumptions used to estimate the fair value of these PSOs were as follows:


	2024	2023	2022
Fair value	$0.12	$2.30	$7.93
Stock price	$12.17	$17.86	$22.19
Risk-free interest rate	5.10%	4.96%	3.37%
Expected life (years)	1.5	2.1	3.2
Annualized equity volatility	33.4%	37.7%	51.9%

The assumptions used to estimate the fair value of stock options granted during the year ended December 29, 2024 were as follows:


						2024
Fair value of stock option						$6.43
Stock Price						$11.94
Risk-free interest rate						4.58%
Expected life (years)						6.3

Volatility						49.4%

Schedule of Option Activity

Activity for the Stock Options was as follows:


	Stock Options (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value
Outstanding-December 31, 2023	—	$	—
Granted	311	11.94
Exercised	—	—
Forfeited	—	—
Expired	—	—
Outstanding-December 29, 2024	311	11.94		9.4	—
Exercisable-December 29, 2024	—	—		—	—
Expected to vest-December 29, 2024	262	$	11.94	9.4	$	—

Activity under the 2014 Plan was as follows:


	Options (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value
Outstanding-December 31, 2023	5,261	$	4.67
Granted	—	—
Exercised	(1,108)	3.91
Forfeited	(35)	4.76
Expired	—	—
Outstanding-December 29, 2024	4,118	$	4.87	3.3	$	16,908
Exercisable-December 29, 2024	4,010	$	4.86	3.2	$	16,535
Vested and expected to vest-December 29, 2024	4,114	$	4.87	3.3	$	16,893

Schedule of Equity-based Compensation Expense

Equity-based compensation expense included in the Company’s consolidated statements of operations was as follows (in thousands):


	Fiscal Years Ended
	December 29, 2024		December 31, 2023		December 25, 2022
Labor	$	1,902	$	1,647	$	1,448
General and administrative expenses	9,249		13,895		14,689
Total equity-based compensation expense	$	11,151	$	15,542	$	16,137

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 27,223	$ 23,478	$ 21,476
Operating lease assets obtained in exchange for lease liabilities:
Operating leases	$ 39,650	$ 33,176	$ 10,682

INCOME TAXES (Tables)

12 Months Ended

Dec. 29, 2024

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense

The components of income tax expense are as follows (in thousands):


	Fiscal Years Ended
	December 29, 2024		December 31, 2023		December 25, 2022
Current income taxes:
Federal	$	—	$	—	$	—
State and local	28		(1)		3
Total current income taxes	28		(1)		3
Deferred income taxes:
Federal	3,767		3,750		(178)
State and local	3,004		(501)		1,998
Total deferred income taxes	6,771		3,249		1,820
Income tax expense	$	6,799	$	3,248	$	1,823

Schedule of Effective Income Tax Rate Reconciliation

Reconciliations of income tax expense computed at the U.S. federal statutory income tax rate to the recognized income tax expense and the U.S. statutory income tax rate to our effective tax rates are as follows (in thousands):


	Fiscal Years Ended
	December 29, 2024				December 31, 2023				December 25, 2022
Expected U.S. federal income taxes at statutory rate	$	8,794	21.0	%	$	5,894	21.0	%	$	3,986	21.0	%
State and local income taxes, net of federal benefit	4,602		11.0	%	(55)		(0.2)	%	3,217		16.9	%
Non-deductible expenses	657		1.6	%	433		1.5	%	(369)		(1.9)	%

Non-controlling interest	(1,167)		(2.8)	%	(1,343)		(4.8)	%	(1,312)		(6.9)	%
LLC flow-through structure	(4,004)		(9.6)	%	468		1.7	%	(2,849)		(15.0)	%

Change in valuation allowance	(2,050)		(4.9)	%	(2,149)		(7.7)	%	(1,923)		(10.1)	%
Other	(33)		(0.1)	%	—		—	%	1,073		5.6	%
Income tax expense	$	6,799	16.2	%	$	3,248	11.5	%	$	1,823	9.6	%

Schedule of Deferred Tax Assets and Liabilities

The components of deferred tax assets and liabilities are as follows (in thousands):


	December 29, 2024		December 31, 2023
Deferred tax assets:
Investment in partnership	$	63,906	$	73,626
Tax Receivable Agreement	78,462		71,536



Net operating loss carryforwards	47,005		38,652
Other assets	15,186		10,087
Total gross deferred tax assets	204,559		193,901
Valuation allowance	(7,150)		(9,200)




Net deferred tax assets	$	197,409	$	184,701

COVER PAGE - USD ($)	12 Months Ended
COVER PAGE - USD ($)	Dec. 29, 2024	Feb. 18, 2025	Jun. 28, 2024
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 29, 2024
Current Fiscal Year End Date	--12-29
Document Transition Report	false
Entity File Number	001-40951
Entity Registrant Name	PORTILLO'S INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1104304
Entity Address, Address Line One	2001 Spring Road
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Oak Brook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60523
City Area Code	630
Local Phone Number	954-3773
Title of 12(b) Security	Class A common stock, $0.01 par value per share
Trading Symbol	PTLO
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 562,202,807
Entity Central Index Key	0001871509
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Class A Common Stock
Entity Common Stock, Shares Outstanding (in shares)		63,869,727
Class B Common Stock
Entity Common Stock, Shares Outstanding (in shares)		10,732,800

EARNINGS PER SHARE

12 Months Ended

Dec. 29, 2024

Earnings Per Share [Abstract]

EARNINGS PER SHARE

Basic net earnings per share of Class A Common Stock is computed by dividing net income attributable to Portillo's Inc. by the weighted-average number of Class A common stock outstanding.

Diluted earnings per share is computed by dividing net income attributable to Portillo's Inc. by the weighted-average number of dilutive securities, using the treasury stock method.

The computations of basic and diluted earnings per share for the years ended December 29, 2024, December 31, 2023 and December 25, 2022 are as follows (in thousands):


	Fiscal Years Ended
	December 29, 2024		December 31, 2023		December 25, 2022
Net income	$	35,076	$	24,818	$	17,157
Net income attributable to non-controlling interests	5,559		6,394		6,306
Net income attributable to Portillo's Inc.	$	29,517	$	18,424	$	10,851

Shares:
Weighted-average number of common shares outstanding-basic	61,050		53,807		38,902
Dilutive unit awards	2,932		3,501		3,814
Weighted-average number of common shares outstanding-diluted	63,983		57,308		42,716

Basic net income per share	$	0.48	$	0.34	$	0.28
Diluted net income per share	$	0.46	$	0.32	$	0.25

Shares of the Company’s Class B Common Stock do not participate in the earnings or losses of Portillo's Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B Common Stock under the two-class method has not been presented.

The following outstanding shares were excluded from the calculation of diluted earnings per share because they would be antidilutive (in thousands):


	Fiscal Years Ended
		December 29, 2024	December 31, 2023	December 25, 2022
Performance Stock Options (1)		1,377	1,812	1,807
Performance Stock Units (1)		291	—	—
Restricted Stock Units		137	5	—
Stock Options		315	—	—
Total shares excluded from diluted earnings per share		2,120	1,817	1,807

SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables)

12 Months Ended

Dec. 29, 2024

Balance Sheet Related Disclosures [Abstract]

Schedule of Accounts and Tenant Improvement Receivables

Accounts and tenant improvement receivables consisted of the following (in thousands):


	December 29, 2024		December 31, 2023
Tenant improvement receivable	$	8,868	$	8,081
Accounts receivable	5,926		6,102
Total	$	14,794	$	14,183

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses consisted of the following (in thousands):


	December 29, 2024		December 31, 2023
Prepaid insurance	$	2,510	$	3,060
Prepaid occupancy	495		2,314
Other prepaid expenses	4,061		3,191
Total	$	7,066	$	8,565

Schedule of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 29, 2024		December 31, 2023
Salaries, wages, and other compensation	$	14,382	$	18,019
Rent and real estate taxes	5,784		6,551
Insurance	3,634		3,310
Interest	5,471		170
Sales and use tax	3,351		3,477
Other accrued expenses	450		512
Total	$	33,072	$	32,039

SUPPLEMENTAL BALANCE SHEET INFORMATION - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023
Balance Sheet Related Disclosures [Abstract]
Salaries, wages, and other compensation	$ 14,382	$ 18,019
Rent and real estate taxes	5,784	6,551
Insurance	3,634	3,310
Interest	5,471	170
Sales and use tax	3,351	3,477
Other accrued expenses	450	512
Total	$ 33,072	$ 32,039

REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	12 Months Ended
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Revenue from External Customer [Line Items]
Gift card sales that will not be redeemed, percent	11.00%
Gift card breakage	$ 852	$ 917	$ 798
Gift Card
Revenue from External Customer [Line Items]
Gift card liability	6,875	6,981
Revenue recognized from gift card liability balance at the beginning of the year	$ 3,972	$ 3,822	$ 3,598

Schedule II: Valuation and Qualifying Accounts

12 Months Ended

Dec. 29, 2024

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II: Valuation and Qualifying Accounts


			Additions
Deferred tax asset valuation allowance (in thousands):	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts		Reductions		Balance at end of period

Fiscal year ended December 29, 2024	$	9,200	$	1,190	$	—	$	3,240	$	7,150

Fiscal year ended December 31, 2023	$	11,349	$	1,239	$	—	$	3,388	$	9,200

Fiscal year ended December 25, 2022	$	38,415	$	2,277	$	—	$	29,343	$	11,349

INVENTORIES (Tables)

12 Months Ended

Dec. 29, 2024

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following (in thousands):


	December 29, 2024		December 31, 2023
Raw materials	$	5,756	$	6,737
Work in progress	168		157
Finished goods	1,216		912
Consigned inventory	775		927
	$	7,915	$	8,733

RELATED PARTY TRANSACTIONS - Tax Receivable Agreement (Details) - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023
Related Party Transactions [Abstract]
Current portion of Tax Receivable Agreement liability	$ 7,686	$ 4,428
Tax Receivable Agreement liability	$ 316,893	$ 295,390

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical)	12 Months Ended
	Dec. 26, 2021
Statement of Stockholders' Equity [Abstract]
Adoption of Accounting Standards Codification 842 - Leases	Accounting Standards Update 2016-02 [Member]

- Definition

Indicates amendment to accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SEGMENT INFORMATION (Details) $ in Thousands	12 Months Ended
SEGMENT INFORMATION (Details) $ in Thousands	Dec. 29, 2024 USD ($) food_production_commissary segment	Dec. 31, 2023 USD ($)	Dec. 25, 2022 USD ($)
Segment Reporting [Abstract]
Number of food production commissaries \| food_production_commissary	2
Number of operating segments	1
Number of reportable segments	1
Net income \| $	$ 35,076	$ 24,818	$ 17,157

- Definition

Amount after tax of income (loss) from continuing operations including portion attributable to the noncontrolling interest.

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 29, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company does not have any components of other comprehensive income (loss) recorded within its consolidated financial statements, and therefore, does not separately present a statement of comprehensive income (loss).
Fiscal Year	Fiscal Year The Company operates on a 52- or 53-week fiscal year ending on the Sunday on or prior to December 31. In a 52-week fiscal year, each quarterly period is comprised of 13 weeks. The additional week in a 53-week fiscal year is added to the fourth quarter. Fiscal 2024 and 2022 each consisted of 52 weeks. Fiscal 2023 consisted of 53 weeks. The 53rd week in fiscal 2023 coincided with Christmas, resulting in six additional operating days. The fiscal periods presented in this report are fiscal years ended December 29, 2024 ("fiscal 2024"), December 31, 2023 ("fiscal 2023") and December 25, 2022 ("fiscal 2022"), respectively. Unless otherwise stated, references to years in this report relate to fiscal years.
Use of Estimates	Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of sales and expenses during the period. Actual results could differ from those estimates.
Cash and Cash Equivalents and Restricted Cash	Cash and Cash Equivalents and Restricted Cash Cash includes amounts that are either held in the Company’s bank accounts or represent deposits in transit. Amounts receivable from credit card processors are considered cash equivalents because they are both short in term and highly liquid in nature and are typically converted to cash within three business days of the sales transactions. Restricted cash includes amounts that are held in the Company’s bank accounts subject to minimum balance requirements for medical claim disbursements.
Accounts and Tenant Improvement Receivables	Accounts and Tenant Improvement Receivables Accounts and tenant improvement receivables consist primarily of vendor rebates, tenant improvement receivables, and delivery receivables as well as receivables from related parties (Note 18. Related Party Transactions). The Company evaluates the collectability of its Accounts and tenant improvement receivables based on a variety of factors, including historical experience, current and future economic and market conditions and other factors.
Inventories	Inventories Inventories, which consists mainly of food products, is valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out (FIFO) method. No other adjustment is deemed necessary to reduce inventory to lower of cost or net realizable value due to the rapid turnover and high utilization of inventory. The Company operates two commissaries to supply the Company's restaurants with several products and ensures product consistency and quality. The commissaries derive revenue principally from the sale and distribution of food to our distributors, who, in turn, sell the food to the restaurants. This is considered under ASC 845, Non-Monetary Transactions, and the impact on the statement of operations is not material. These products are held as inventory at distributors on a short-term consignment basis.
Equity Method Investment	Equity Method Investment The Company has a 50% interest in C&O. The Company accounts for the investment and financial results in the consolidated financial statements under the equity method of accounting as the Company has significant influence but does not have control. The investment is adjusted to reflect the Company’s share of C&O’s earnings and losses to date and any distributions received.
Long-Lived Assets and Valuation	Long-Lived Assets and Valuation The Company’s long-lived assets include property and equipment and definite-lived intangible assets. Property and equipment are recorded at cost. Internal costs directly associated with the acquisition, development and construction of a restaurant are capitalized. Expenditures for refurbishments and improvements that significantly add to the productivity capacity or extend the useful life are capitalized, while expenditures for maintenance and repairs are expensed as incurred. Leasehold improvements are amortized over the shorter of the lease term, which generally includes option periods that are reasonably certain, or the estimated useful lives of the assets. Except for leasehold improvements, depreciation is computed over the estimated useful lives of the assets (generally ranging from three to 10 years). Upon disposal of assets, the accounts are relieved of cost and accumulated depreciation and any related gain or loss is reflected in other income, net in the Company's consolidated statements of operations. The Company reviews its long-lived assets, including property and equipment and construction-in-progress, definite-lived intangible assets and operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Recoverability is measured by a comparison of the carrying amount to future undiscounted cash flows that are expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying value exceeds the estimated fair value. Restaurant-level assets are grouped by restaurant for the purpose of the impairment assessment because a restaurant represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
Long-Lived Assets and Valuation	Long-Lived Assets and Valuation The Company’s long-lived assets include property and equipment and definite-lived intangible assets. Property and equipment are recorded at cost. Internal costs directly associated with the acquisition, development and construction of a restaurant are capitalized. Expenditures for refurbishments and improvements that significantly add to the productivity capacity or extend the useful life are capitalized, while expenditures for maintenance and repairs are expensed as incurred. Leasehold improvements are amortized over the shorter of the lease term, which generally includes option periods that are reasonably certain, or the estimated useful lives of the assets. Except for leasehold improvements, depreciation is computed over the estimated useful lives of the assets (generally ranging from three to 10 years). Upon disposal of assets, the accounts are relieved of cost and accumulated depreciation and any related gain or loss is reflected in other income, net in the Company's consolidated statements of operations. The Company reviews its long-lived assets, including property and equipment and construction-in-progress, definite-lived intangible assets and operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Recoverability is measured by a comparison of the carrying amount to future undiscounted cash flows that are expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying value exceeds the estimated fair value. Restaurant-level assets are grouped by restaurant for the purpose of the impairment assessment because a restaurant represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
Goodwill and Indefinite-Lived Intangible Assets	Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are assessed for impairment annually in the fourth quarter or more frequently if events and circumstances indicate that it is more likely than not that the fair value of a reporting unit or an intangible asset is less than its carrying value. The Company has one reporting unit which is evaluated for impairment annually. Fair value of the reporting unit is estimated using the market capitalization approach that uses publicly available market data, including publicly traded stock prices and total shares outstanding to determine the fair value of the reporting unit. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded for the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The Company’s indefinite-lived intangible assets consist of trade names and trademarks (collectively “trade names”). The Company estimates the fair value of its trade names using a relief-from-royalty income approach. If the fair value of the trade name is less than its carrying value, an impairment loss is recorded for the difference between the estimated fair value and carrying value of the intangible assets.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes three levels of the fair value hierarchy as follows: Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 - Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.
Revenue Recognition	Revenue Recognition Revenues from retail restaurants are presented net of discounts and recognized when food and beverage products are sold to the end customer. Sales taxes collected from customers are excluded from revenues and the obligation is included in accrued liabilities until the taxes are remitted to the appropriate taxing authorities. The Company also offers delivery services to its customers. Delivery sales are generally fulfilled by third-party delivery partners whether ordered through the Portillo's app and website ("Dispatch Sales") or through third-party delivery partners ("Marketplace Sales"). Dispatch Sales include delivery and service fees as the Company controls the delivery. Revenue from Dispatch Sales is recognized when food is delivered to the customer. For these sales, the Company receives payment directly from the customer at the time of sale. Revenue for Marketplace Sales is recognized in the amount paid to the delivery partner by the customer for food and excludes delivery and service fees charged by the third-party delivery partner as the Company does not control the delivery. Revenue from Marketplace Sales is recognized when food is delivered to the customer. For these sales, the Company receives payment from the delivery partner subsequent to the transfer of order, which is generally paid one week in arrears. For all delivery sales of food, the Company is considered the principal and recognizes revenue on a gross basis. The Company sells gift cards which do not have expiration dates. The Company records the sale of the gift card as a contract liability and recognizes revenue from gift cards when: (i) the gift card is redeemed by the customer; or (ii) in the event a gift card is not expected to be redeemed, in proportion to the pattern of rights exercised by the customer (gift card breakage). The Company has determined that 11% of gift card sales will not be redeemed and will be retained by us based on a portfolio assessment of historical data on gift card redemption patterns. Gift card breakage is recorded within revenues, net in the consolidated statements of operations. Generally, revenue is recognized as promised goods or services transfer to the guest or customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenues are recognized when payment is tendered at the point of sale as the performance obligation has been satisfied.
Commitments	Commitments The majority of the food products the Company purchases are subject to changes in price primarily due to the effect of supply and demand of the commodities, in particular, proteins, dairy, produce and grains. Overall pricing agreements are established in an effort to maintain a more consistent food cost without creating long-term purchase commitments.
Employee Benefits	Employee Benefits The Company sponsors a 401(k) plan for all employees that are eligible based upon age and length of service. The expenses incurred for Company matching contributions to the plan were approximately $0.6 million, $0.4 million and $0.4 million for the years ended December 29, 2024, December 31, 2023 and December 25, 2022, respectively. The Company offers a non-qualified deferred compensation plan to certain officers and other members of management. Under the plan, eligible employees may defer up to 80% of their annual salary and annual bonus. The Company has elected to fund its deferred compensation obligations through a rabbi trust. The rabbi trust is subject to creditor claims in the event of insolvency, but such assets are not available for general corporate purposes. Assets held in the rabbi trust are invested in mutual funds, which are purchased and held principally for the purpose of selling them in the near term, and are classified as trading securities and carried at fair value.
Equity-Based Compensation	Equity-Based Compensation The Company has issued non-qualified stock options, performance-based stock options, performance stock units, restricted stock units and restricted stock awards. Equity-based compensation expense is generally measured based on the grant-date fair value of those awards and is recognized on a straight-line basis over the vesting period. Equity-based compensation expense is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment to equity-based compensation expense will be recognized at that time. We have also granted equity awards with performance vesting conditions. Equity awards with performance or market vesting conditions generally vest based on our attainment versus stated targets or criteria over a three-year performance and service period. Performance goals are determined by the Board and include measures such as revenue and adjusted EBITDA growth. Compensation expense on stock awards subject to performance conditions, which is based on the quantity of awards we have determined are probable of vesting, is recognized over the longer of the estimated performance goal attainment period or time vesting period. Equity-based compensation expense is included within general and administrative expenses and labor in the consolidated statements of operations. Refer to Note 13. Equity-Based Compensation for additional detail. The Company adopted an Employee Share Purchase Plan (“ESPP”) in June 2022 under which qualifying employees may be granted purchase rights to the Company’s common shares at not less than 85% of the market price on the purchase date, subject to Company discretion. The ESPP has a maximum of 250,000 shares of the Company's Class A common stock available for issuance. Eligible employees are able to contribute up to 15% of their gross base earnings for purchases under the ESPP through regular payroll deductions, subject to an annual maximum dollar amount. The expense incurred under the ESPP for the years ended December 29, 2024, December 31, 2023 and December 25, 2022, was immaterial. The expense is included within general and administrative expenses and labor in the consolidated statement of operations.
Advertising and Marketing Expenses	Advertising and Marketing Expenses Advertising costs are expensed the first-time advertising takes place, while the costs of producing advertising are expensed during production and the costs of communicating advertising are expensed as services are received. Advertising and marketing expenses totaled $8.0 million, $5.9 million and $4.0 million for the years ended December 29, 2024, December 31, 2023 and December 25, 2022, respectively. Advertising and marketing expenses included in other operating expenses in the consolidated statements of operations primarily relate to sponsorships, restaurant merchandising and charitable giving; and those expenses included in general and administrative expenses in the consolidated statements of operations primarily consist of regional advertising and branding initiatives. The year-over-year change for 2024 is primarily related to an advertising campaign in the Arizona market in the first quarter of 2024 and in the Chicagoland market in the third and fourth quarters of 2024.
Cloud-Based Software Implementation Costs	Cloud-Based Software Implementation Costs The Company has entered into cloud-based software hosting arrangements for which it incurs implementation costs. Certain costs incurred during the application development stage are capitalized and included within prepaid expenses or other assets, depending on the long or short-term nature of such costs, in line with the Company's policy on the accounting for prepaid software hosting arrangements. Costs incurred during the preliminary project stage and post-implementation stage are expensed as incurred. Capitalized cloud-based software implementation costs are amortized, beginning on the date the related software or module is ready for its intended use, on a straight-line basis over the remaining term of the hosting arrangement as a component of general and administrative expenses, the same line item as the expense for the associated hosting arrangement.
Leases	Leases The Company currently leases land for its retail restaurants and commissaries, and office space under various long-term operating lease agreements that expire on various dates through 2068. We also lease equipment, which primarily consists of restaurant equipment and copiers. We have immaterial short-term operating leases, such as those for seasonal rentals and training spaces. We evaluate the contracts to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified. We evaluate whether we control the use of the asset, which is determined by assessing whether we obtain substantially all economic benefits from the use of the asset, and whether we have the right to direct the use of the asset. If these criteria are met and we have identified a lease, we account for the contract under the requirements of ASC 842. Upon the possession of a leased asset, we determine its classification as an operating or finance lease. As of December 29, 2024, all of our leases are classified as operating leases. Operating lease assets and liabilities are recognized at the lease commencement date. We make judgments regarding the probable term for each lease, which can impact the classification and accounting for a lease as operating or financing, as well as the amount of straight-line rent expense in a particular period. Generally, the leases for the Company's restaurant locations have an initial term of 10 years to 20 years and typically provide for renewal options in five-year increments, as well as rent escalations. Renewal options are generally recognized as part of the right-of-use assets and lease liabilities as it is reasonably certain at commencement date that we would exercise the options to extend the lease. Some of our real estate leases provide for base rent, plus if applicable, additional rent based on gross sales, as defined in each lease agreement, which is considered to be variable rent. When the achievement of such sales thresholds are deemed to be probable, contingent rent is accrued in proportion to the sales recognized during the period. For operating leases that include rent holidays and rent escalation clauses, we recognize lease expense on a straight-line basis over the lease term from the date we take possession of the leased property. Lease expense incurred before a restaurant opens is recorded in pre-opening expenses in the consolidated statements of operations. Once a restaurant opens, we record the straight-line lease expense and any contingent rent, if applicable, in occupancy on the consolidated statements of operations. Many of our leases also require us to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in occupancy, other operating expenses, or pre-opening expenses on the consolidated statements of operations, which are generally considered to be variable rent. For leases with a lease term of 12 months or less ("short-term operating lease"), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the consolidated balance sheets. Per the ASC 842 requirements, a lessee is required to use the rate implicit in the lease when readily determinable; alternatively, it would use the incremental borrowing rate in determining the present value of future lease payments. We estimate our incremental borrowing rates corresponding to the maturities of our leases. We estimate this rate based on prevailing financial market conditions, indications for the Company's credit rating, and other benchmarks related to the Company's outstanding secured borrowings. We expend cash for leasehold improvements to build out our leased premises. Generally, a portion of the leasehold improvements and building costs are reimbursed by our landlords as landlord incentives pursuant to agreed-upon terms in our lease agreements. If obtained, landlord incentives usually take the form of cash, full or partial credits against our future minimum or contingent rents otherwise payable by us, or a combination thereof. In most cases, the tenant improvement allowances are received after we take possession of the property, as we meet required milestones during the construction of the property. We include these amounts in the measurement of the initial operating lease liability, which are also reflected as a reduction to the initial measurement of the right-of-use asset.
Pre-Opening Expenses	Pre-Opening Expenses Pre-opening expenses consist primarily of wages, occupancy expenses, which represent rent expense recognized during the period between the date of possession of the restaurant facility and the restaurant opening date, travel for the opening team, food, beverage, and the initial stocking of operating supplies. These are expensed as incurred prior to the restaurant opening for business.
Income and Other Taxes	Income and Other Taxes We account for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. A valuation allowance is recognized if we determine it is more likely than not that all or a portion of a deferred tax asset will not be recognized. In making such determination, the Company considers all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, prudent and feasible tax planning strategies and recent and expected future results of operations. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we use to manage our business. Actual operating results in future years could differ from our current assumptions, judgments and estimates, which could have a material impact on the amount of deferred tax assets we ultimately realize. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act') was signed into law. The CARES Act intended to provide economic relief to those impacted by the COVID-19 pandemic. The CARES Act also allowed eligible employers to defer the remittance of employer federal payroll taxes otherwise payable during calendar year 2020 and remit half of such deferred amounts on or before December 31, 2021 and half on or before December 31, 2022. The Company deferred approximately $5.4 million of federal payroll tax remittances under this provision as of December 27, 2020, of which $2.7 million was paid during the year ended December 26, 2021 and the remaining deferred balance of $2.7 million was paid during the year ended December 25, 2022.
Earnings (Loss) Per Share	Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing the net income (loss) attributable to common shareholders by the weighted-average number of shares outstanding. Diluted earnings (loss) per share adjusts the basic earnings (loss) per unit attributable to shareholders and the weighted-average number of units of shares outstanding for the potential dilutive impact of shares, using the treasury-stock method. Diluted earnings (loss) per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common units would have an anti-dilutive effect.
Recently Issued and Adopted Accounting Standards	Recently Issued Accounting Standards In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If, by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company is currently evaluating the effect of adopting this ASU. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which requires public entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold on an annual basis. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect of adopting this ASU. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect of adopting this ASU. Recently Adopted Accounting Standards In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The pronouncement provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. FASB has extended the sunset date to December 31, 2024. The impact of the transition from LIBOR to alternative reference rates was not material to the Company's consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard during the year ended December 29, 2024. See Note 17. Segment Information in the accompanying notes to the consolidated financial statements for further detail. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to its consolidated financial statements.

DEBT

12 Months Ended

Dec. 29, 2024

Debt Disclosure [Abstract]

DEBT

Debt consisted of the following (in thousands):


	December 29, 2024		December 31, 2023
2023 Term Loan	$	288,750	$	294,375

2023 Revolver Facility	25,000		15,000

Unamortized discount and debt issuance costs	(2,078)		(2,952)
Total debt, net	311,672		306,423
Less: Short-term debt	(25,000)		(15,000)
Less: Current portion of long-term debt	(11,250)		(7,500)
Long-term debt, net	$	275,422	$	283,923

2023 Credit Agreement

On February 2, 2023 (the "Closing Date"), PHD Intermediate LLC (“Holdings”), Portillo’s Holdings LLC (the “Borrower”), the other Guarantors party thereto from time to time, each lender party thereto from time to time and Fifth Third Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line Lender entered into a credit agreement (“2023 Credit Agreement”) which provides for a term A loan (the "2023 Term Loan") in an initial aggregate principal amount of $300.0 million and revolving credit commitments in an initial aggregate principal amount of $100.0 million (the “2023 Revolver Facility”). The 2023 Term Loan and 2023 Revolver Facility are scheduled to mature on February 2, 2028. See Note 19. Subsequent Events for more information about amendments to the 2023 Term Loan and 2023 Revolver Facility entered into on January 27, 2025.

The 2023 Term Loan and the 2023 Revolver Facility will accrue interest at the forward-looking secured overnight financing rate (“SOFR”) plus an applicable rate determined upon the consolidated total net rent adjusted leverage ratio, subject to a floor of 0.00% (plus a credit spread adjustment of 0.10% per annum for 1-month interest periods and 0.15% for 3-month interest periods).

As of December 29, 2024, the interest rates on the 2023 Term Loan and 2023 Revolver Facility were 7.25% and 7.17%, respectively. Pursuant to the 2023 Credit Agreement, as of December 29, 2024, the commitment fees to maintain the 2023 Revolver Facility were 0.20% and letter of credit fees were 2.50%. Commitment fees and letter of credit fees are recorded as interest expense in the consolidated statements of operations. As of December 29, 2024, the effective interest rate for the 2023 Credit Agreement was 7.53%.

As of December 31, 2023, the interest rates on the 2023 Term Loan and 2023 Revolver Facility were 8.00% and 8.23%, respectively. Pursuant to the 2023 Credit Agreement, as of December 31, 2023, the commitment fees to maintain the 2023 Revolver Facility were 0.25% and letter of credit fees were 2.75%. Commitment fees and letter of credit fees are recorded as interest expense in the consolidated statements of operations. As of December 31, 2023, the effective interest rate for the 2023 Credit Agreement was 8.36%.

The 2023 Term Loan will amortize in quarterly installments equaling an aggregate annual amount of $7.5 million for the first two (2) years following the Closing Date, (b) $15.0 million for the third (3rd) and fourth (4th) years following the Closing Date, and (c) $30.0 million for the fifth (5th) year following the Closing Date, commencing on the last day of the first full fiscal quarter ended after the Closing Date, with the balance payable on the final maturity date.

As of December 29, 2024, outstanding borrowings under the 2023 Credit Agreement totaled $313.8 million, comprised of $288.8 million under the 2023 Term Loan, and $25.0 million under the 2023 Revolver Facility. Letters of credit issued under the 2023 Revolver Facility totaled $5.3 million. As a result, as of December 29, 2024, the Company had $69.7 million available under the 2023 Revolver Facility.

As of December 31, 2023, outstanding borrowings under the 2023 Credit Agreement totaled $309.4 million, comprised of $294.4 million under the 2023 Term Loan, and $15.0 million under the 2023 Revolver Facility. Letters of credit issued under the 2023 Revolver Facility totaled $4.3 million. As a result, as of December 31, 2023, the Company had $80.7 million available under the 2023 Revolver Facility.

2014 Credit Agreement

Holdings, the Borrower and certain of its subsidiaries entered into a credit agreement ("2014 Credit Agreement"), dated as of August 1, 2014 and as amended October 25, 2016, May 18, 2018 and December 6, 2019, with UBS AG, Stamford Branch, as the administrative agent and collateral agent, and other lenders from time to time party thereto (the “2014 Lenders”). The 2014 Lenders extended credit in the form of (i) first lien initial term loans in an initial aggregate principal amount of $335.0 million and (ii) a revolving credit facility in an original principal amount equal to $30.0 million, including a letter of credit sub-facility with a $7.5 million sublimit (the “2014 Revolving Facility” and the loans thereunder, the “2014 Revolving Loans”).

On December 6, 2019, the Borrower entered a third amendment to the 2014 Credit Agreement (the “Third Amendment to 2014 Credit Agreement”) whereby the aggregate principal amount of the term loans as of the effective date of the Third Amendment to 2014 Credit Agreement was $332.4 million (the “2014 Term B-3 Loans”), and the 2014 Revolving Facility was increased to $50.0 million. The maturity date with respect to the 2014 Term B-3 Loans was extended to September 6, 2024, and the maturity date with respect to the 2014 Revolving Loans was extended to June 6, 2024.

On February 2, 2023, the Company used proceeds from the 2023 Term Loan and 2023 Revolver Facility, along with cash on hand, to pay off the 2014 Credit Agreement in full in the amount of $321.8 million. The 2023 Revolver Facility under the 2023 Credit Agreement replaces the $50.0 million 2014 Revolving Facility under the 2014 Credit Agreement.

Maturities of long-term debt

Principal payments on long-term debt (excluding the Revolving Facility) outstanding at December 29, 2024 for each year through maturity are as follows (in thousands):


2025	11,250
2026	15,000
2027	22,500
2028	240,000
	$	288,750

Discount and Debt Issuance Costs

Pursuant to the 2023 Credit Agreement, the Company capitalized deferred financing costs and issuance discount of $3.6 million which will be amortized over the term of the 2023 Credit Agreement.

In connection with the repayment of the 2014 Credit Agreement as described above, deferred financing costs and original issuance discount of $3.5 million was recorded as a loss on debt extinguishment during the year ended December 31, 2023 in the consolidated statement of operations. There were no debt extinguishments during the years ended December 29, 2024 and December 25, 2022.

The Company amortized $0.2 million, $0.4 million and $2.0 million of deferred financing costs during the years ended December 29, 2024, December 31, 2023 and December 25, 2022, respectively, which was included in interest expense in the consolidated statements of operations. In addition, the Company also amortized $0.7 million, $0.6 million and $0.8 million in original issue discount related to the long-term debt during the years ended December 29, 2024, December 31, 2023 and December 25, 2022, respectively, which was included in interest expense in the consolidated statements of operations.

Total interest costs incurred were $25.6 million, $27.5 million and $27.6 million for the years ended December 29, 2024, December 31, 2023 and December 25, 2022, respectively.

Fair Value of Debt

As of December 29, 2024 and December 31, 2023, the fair value of long-term debt approximates the carrying value as it is variable rate debt. The fair value measurement of this debt is considered Level 2 of the fair value hierarchy as inputs to interest are observable, unadjusted quoted prices in active markets for similar assets or liabilities.

Guarantees and Covenants

The 2023 Credit Agreement is guaranteed by all domestic subsidiaries of the Borrower (subject to customary exceptions) and secured by liens on substantially all of the assets of Holdings, the Borrower and the subsidiary guarantors (subject to customary exceptions).

The 2023 Credit Agreement also includes certain financial covenants with respect to cash interest coverage and total net rent adjusted leverage. As of December 29, 2024, the Company was in compliance with all covenants in the 2023 Credit Agreement.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1B
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

LEASES

12 Months Ended

Dec. 29, 2024

Leases [Abstract]

LEASES

A summary of operating lease right-of-use assets and liabilities is as follows (in thousands):


Operating leases	Classification	December 29, 2024		December 31, 2023
Right-of-use assets	Operating lease assets	$	222,390	$	193,825
		222,390		193,825

Current lease liabilities	Short-term operating lease liability	6,013		5,577
Non-current lease liabilities	Long-term operating lease liability	278,540		238,414
		$	284,553	$	243,991

The components of lease expense were as follows (in thousands):


		Fiscal Years Ended
Operating leases	Classification	December 29, 2024		December 31, 2023		December 25, 2022
Operating lease cost	Occupancy Other operating expenses General and administrative expenses Pre-opening expenses	$	32,542	$	28,861	$	25,735
Short-term operating lease cost	Occupancy Other operating expenses General and administrative expenses Pre-opening expenses	1,813		1,069		698
Variable lease cost	Occupancy Other operating expenses General and administrative expenses	3,894		3,714		3,604
		$	38,249	$	33,644	$	30,037

A summary of lease terms and discount rates for operating leases is as follows:


Operating leases	December 29, 2024		December 31, 2023
Weighted-average remaining lease term (years):	25.6		25.5
Weighted-average discount rate:	9.2	%	9.6	%

Supplemental cash flow information related to leases is as follows (in thousands):


	Fiscal Years Ended
	December 29, 2024		December 31, 2023		December 25, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	27,223	$	23,478	$	21,476
Operating lease assets obtained in exchange for lease liabilities:
Operating leases	39,650		33,176		10,682

As of December 29, 2024, the maturity analysis of the lease liabilities consisted of the following (in thousands):


Year Ending	Operating Leases
2025	$	29,128
2026	29,194
2027	29,013
2028	29,146
2029	29,425
Thereafter	682,466
Total lease payments	828,372
Less: imputed interest	(543,819)
Total operating lease liabilities	$	284,553

As of December 29, 2024, operating lease payments include $493.9 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $100.6 million of legally binding minimum payments for leases signed but not yet commenced.

NON-CONTROLLING INTERESTS - Schedule of Effects of Changes in Ownership in Portillo's OpCo on the Company’s Equity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Noncontrolling Interest [Abstract]
Net income attributable to Portillo's Inc.	$ 29,517	$ 18,424	$ 10,851
Activity under equity-based compensation plans	3,452	953	(606)
Non-controlling interest adjustment	55,304	48,849	89,374
Redemption of LLC Units	(67)	(64)	(118)
Establishment of liabilities under Tax Receivable Agreement and related changes to deferred tax assets associated with increases in tax basis	(18,863)	(13,712)	(23,662)
Total effect of changes in ownership interest on equity attributable to Portillo's Inc.	$ 69,343	$ 54,450	$ 75,839

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

STOCKHOLDERS' EQUITY (Details)		3 Months Ended					6 Months Ended	12 Months Ended
STOCKHOLDERS' EQUITY (Details)	Apr. 05, 2023 $ / shares shares	Dec. 29, 2024 vote $ / shares shares	Mar. 31, 2024 $ / shares shares	Mar. 26, 2023 offering $ / shares shares	Dec. 25, 2022 $ / shares shares	Sep. 25, 2022 $ / shares shares	Dec. 25, 2022 offering $ / shares shares	Dec. 29, 2024 vote $ / shares shares	Dec. 31, 2023 $ / shares shares	Dec. 25, 2022 $ / shares shares	Dec. 26, 2021 shares
Temporary Equity [Line Items]
Preferred stock, shares authorized (in shares)		10,000,000						10,000,000	10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.01						$ 0.01	$ 0.01
Class A Common Stock
Temporary Equity [Line Items]
Common units authorized (in shares)		380,000,000						380,000,000	380,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.01						$ 0.01	$ 0.01
Number of votes per share \| vote		1						1
Conversion ratio								1
Shares to limited liability unit required ratio		1						1
Redemption ratio		1						1
Common units outstanding (in shares)		63,674,579						63,674,579	55,502,375
Class A Common Stock \| Pre-IPO LLC Members
Temporary Equity [Line Items]
Common units outstanding (in shares)		3,755,165						3,755,165
Class A Common Stock \| Portillo's OpCo
Temporary Equity [Line Items]
Ownership %		85.60%						85.60%	76.10%
Class A Common Stock \| Common Stock
Temporary Equity [Line Items]
Redemption of LLC Interests (in shares)								6,740,126	6,364,236	11,836,159
Common units outstanding (in shares)		63,674,579			48,420,723		48,420,723	63,674,579	55,502,375	48,420,723	35,807,171
Activity under stock compensation plans (in shares)								1,432,078	717,416	777,393
Class A Common Stock \| Over-Allotment Option
Temporary Equity [Line Items]
Number of shares issued in transaction (in shares)	620,493		1,200,000			66,458
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 21.05
Class A Common Stock \| Secondary Offering
Temporary Equity [Line Items]
Number of shares issued in transaction (in shares)			8,000,000	8,000,000	8,000,000	8,066,458
Sale of stock, price per share (in dollars per share) \| $ / shares			$ 14.37	$ 21.05	$ 22.69	$ 23.75	$ 22.69			$ 22.69
Number of offerings \| offering				1			2
Class B Common Stock
Temporary Equity [Line Items]
Common units authorized (in shares)		50,000,000						50,000,000	50,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.00001						$ 0.00001	$ 0.00001
Number of votes per share \| vote		1						1
Shares to limited liability unit required ratio		1						1
Redemption of LLC Interests (in shares)		840,992	5,832,371	5,893,600
Common units outstanding (in shares)		10,732,800						10,732,800	17,472,926
Class B Common Stock \| Portillo's OpCo
Temporary Equity [Line Items]
Ownership %		14.40%						14.40%	23.90%
Class B Common Stock \| Common Stock
Temporary Equity [Line Items]
Redemption of LLC Interests (in shares)								(6,740,126)	(6,364,236)	(11,836,159)
Common units outstanding (in shares)		10,732,800			23,837,162		23,837,162	10,732,800	17,472,926	23,837,162	35,673,321

NON-CONTROLLING INTERESTS - Narrative (Details)	12 Months Ended
NON-CONTROLLING INTERESTS - Narrative (Details)	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Portillo's OpCo
Noncontrolling Interest [Line Items]
Weighted average ownership percentage	17.00%	25.90%	45.80%

EQUITY-BASED COMPENSATION

12 Months Ended

Dec. 29, 2024

Share-Based Payment Arrangement [Abstract]

EQUITY-BASED COMPENSATION

2021 Equity Incentive Plan

In connection with the IPO, the Company adopted the 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan is administered and interpreted by the Company's Board, including the authority to select participants in the 2021 Plan, determine the form and substance of awards under the 2021 Plan, determine the conditions and restrictions, if any, subject to which such awards will be made, modify the terms of awards, accelerate the vesting of awards, and make determinations regarding a participant’s termination of employment or service for purposes of an award. The types of awards available under the 2021 Plan include stock options (both incentive and non-qualified), stock appreciation rights ("SARs"), restricted stock awards ("RSAs"), restricted stock units ("RSUs"), and stock-based awards. Employees, officers, non-employee directors or any natural person who is a consultant or other personal service provider to the Company or any of its subsidiaries or affiliates are eligible to participate in the 2021 Plan. All awards granted to participants under the 2021 Plan will be represented by an award agreement. Approximately 7.1 million shares of Class A common stock were authorized for awards under the 2021 Plan.

Restricted Stock Units

An RSU granted under the 2021 Plan will give the participant a right to receive, upon vesting and settlement of the RSUs, one share per vested unit or an amount per vested unit equal to the fair market value of one share as of the date of determination. The fair value of RSUs is determined using the Company's closing stock price on the date of grant. Outstanding time-based RSUs generally vest equally over periods ranging from one to three years on each of the anniversaries of the date of grant subject to continued service on such date.

Activity for the Company's RSUs was as follows:


	Restricted Stock Units (in thousands)	Weighted-average grant date fair value per share
Non-vested, December 31, 2023	536	$	20.23
Granted	755	12.14
Vested	(349)	19.85
Forfeited	(139)	15.80
Non-vested, December 29, 2024	804	$	13.55

As of December 29, 2024, there was $7.0 million of total unrecognized compensation cost related to unvested restricted stock units, which is expected to vest over a weighted-average period of 2.0 years.

Restricted Stock Awards

On December 23, 2022, the Company granted 57,870 restricted stock awards (“RSAs”) to certain of its executive officers in recognition of their work and accomplishments in 2022. The RSAs vested immediately upon grant with certain transfer restrictions. RSAs surrendered to fulfill withholding tax obligations were not subject to any transfer restrictions, and 50% of the balance of the underlying shares were subject to a one-year holding requirement, and the balance of underlying shares was subject to a two-year holding requirement. The fair value of the RSAs surrendered was determined using Portillo's closing stock price on the date of grant, which was $17.19. The fair value of the awards with post-vesting restrictions was determined using the Black-Scholes option pricing model and the weighted average assumptions were as follows:


						2022
Fair value						$14.98
Stock price						$17.19
Risk-free interest rate						4.45%
Expected life (years)						1.5
Annualized equity volatility						34.4%

No RSAs were issued during the years ended December 29, 2024 and December 31, 2023.

Performance Stock Options

The Company has granted performance stock options ("PSOs") to certain executive officers that will be eligible to vest in three (3) tranches based on stock performance conditions (i) one-third (1/3rd) of the PSOs will vest on the third anniversary of the IPO if the 20-day volume-weighted average price ("VWAP") for a share of common stock is $30.00 per share (1.5 times the IPO price) measured over any twenty (20) consecutive trading day period commencing on the second anniversary of the IPO and ending on the last trading day immediately preceding the third anniversary of the IPO; (ii) one-third (1/3rd) of the PSOs will vest on the fourth anniversary of the IPO if the 20-day VWAP for a share of common stock is $40.00 per share (2 times the IPO price) measured over any twenty (20) consecutive trading day period commencing on the third anniversary of the IPO and ending on the last trading day immediately preceding the fourth anniversary of the IPO; and (iii) one-third (1/3rd) of the PSOs will vest on the fifth anniversary of the IPO if the 20-day VWAP for a share of common stock is $50.00 per share (2.5 times the IPO price) measured over any twenty (20) consecutive trading day period commencing on the fourth anniversary of the IPO and ending on the last trading day immediately preceding the fifth anniversary of IPO. All PSOs are subject to continued service at each tranche date and if any tranches fail to vest, the unvested portion of such PSOs will be forfeited and will not be eligible to vest in subsequent years. The awards granted are exercisable within a 10-year period from the date of grant. The first tranche of PSOs was forfeited in fiscal 2024 as the performance condition was not satisfied by the third anniversary of the IPO.

The grant date fair value of these awards was determined using a Monte-Carlo simulation model. The fair value and weighted average assumptions used to estimate the fair value of these PSOs were as follows:


	2024	2023	2022
Fair value	$0.12	$2.30	$7.93
Stock price	$12.17	$17.86	$22.19
Risk-free interest rate	5.10%	4.96%	3.37%
Expected life (years)	1.5	2.1	3.2
Annualized equity volatility	33.4%	37.7%	51.9%

Activity for the Company's PSOs was as follows:


	PSOs (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value
Outstanding-December 31, 2023	1,812	$	20.02
Granted	625	12.17
Exercised	—	—
Forfeited	(1,060)	18.47
Expired	—	—
Outstanding-December 29, 2024	1,377	17.65		7.7	—
Exercisable-December 29, 2024	—	—		—	—
Vested and expected to vest-December 29, 2024	1,287	$	17.65	7.7	$	—

As of December 29, 2024, there was $2.2 million of total unrecognized compensation cost related to unvested PSOs, which is expected to be recognized over a weighted average period of 1.4 years.

Stock Options

During the year ended December 29, 2024, the Company granted 311,042 stock options under the 2021 Plan, to its President and Chief Executive Officer. The stock options vest on the fourth anniversary of the award and are exercisable within a 10-year period from the date of grant.

Activity for the Stock Options was as follows:


	Stock Options (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value
Outstanding-December 31, 2023	—	$	—
Granted	311	11.94
Exercised	—	—
Forfeited	—	—
Expired	—	—
Outstanding-December 29, 2024	311	11.94		9.4	—
Exercisable-December 29, 2024	—	—		—	—
Expected to vest-December 29, 2024	262	$	11.94	9.4	$	—

The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which greatly affect the fair value of each stock option. The assumptions used to estimate the fair value of stock options granted during the year ended December 29, 2024 were as follows:


						2024
Fair value of stock option						$6.43
Stock Price						$11.94
Risk-free interest rate						4.58%
Expected life (years)						6.3

Volatility						49.4%

As of December 29, 2024, there was $1.5 million of total unrecognized compensation cost related to unvested Stock Options, which is expected to be recognized over a weighted average period of 3.3 years.

Performance Stock Units

During the year ended December 29, 2024, the Company granted performance stock units ("PSUs") to its executive officers under the 2021 Plan. The fair value of these awards was determined using the Company's closing stock price on the date of the grants. These PSUs will vest after the fiscal year ending December 27, 2026 based on continued service and the achievement of performance metrics. The amount of awards that can be earned ranges from 0% to 200% of the number of performance stock units granted, based on the achievement of approved financial goals tied to the cumulative growth of revenue and Adjusted EBITDA over the fiscal years 2024 to 2026. Compensation expense related to the performance equity units is recognized using a straight-line method over the vesting period based on the most probable outcome of the performance conditions. The cumulative effect on current and prior periods of a change in attainment is recognized in general and administrative expenses in the consolidated statements of operations in the period of change. As of December 29, 2024, management calculated an attainment rate equal to 0% of the number of target shares granted based on actual attainment of the internal metrics.

Activity for the Company's PSUs was as follows:


	PSUs (in thousands)	Weighted Average Grant Date Fair Value
Non-vested, December 31, 2023	—	$	—
Granted	335	11.82
Exercised	—
Forfeited	(44)	11.94
Vested	—
Non-vested, December 29, 2024	291	$	11.81
Expected to vest-December 29, 2024*	—	$	11.81

*The expected to vest total above represents outstanding base PSUs, adjusted for expected attainment amounts in line with current and future estimated performance levels as described above.

As of December 29, 2024, there was no unrecognized compensation cost related to unvested PSUs based on the aforementioned attainment rate, The PSUs have a weighted average remaining period of 2.0 years.

2014 Equity Incentive Plan

Prior to the IPO, the Company had granted stock options under its 2014 Equity Incentive Plan, as amended (the “2014 Plan”). The 2014 Plan permitted the granting of awards to employees, officers, directors and consultants of the Company and affiliates in the form of options, unit appreciation rights, Restricted Class A Units, unrestricted Class A Units, Performance Awards and awards convertible into or otherwise based on Class A Units. Prior to the IPO, the 2014 Plan gave broad powers to the Company’s board of managers for its administration and interpretation, including the authority to select the individuals to be granted awards and rights to prescribe the particular form and conditions of each award to be granted. Under the 2014 Plan, the number of shares and exercise price of each option were determined by the board of managers, or a committee designated by the board of managers. The awards granted were generally exercisable within a 10-year period from the date of grant.

The unit option grants were equally divided between (i) options subject to time-based vesting, and (ii) options subject to both time-based and performance-based vesting. The time-based vesting options vest, in general, in equal annual installments over a 5-year period and have a 10-year term from the date of the grant. The options subject to both time-based and performance-based vesting have a ten-year term from the date of the grant and vest, in general, in equal annual installments over a 5-year period from the date of grant, subject to acceleration in the event of a sale transaction, and have a performance condition that is satisfied upon achievement of a specified internal rate of return and a minimum multiple of invested capital. In connection with the IPO, the performance condition was waived and all such options became subject to time-based vesting only.

Following the IPO, no further options will be granted under the 2014 Plan.

Activity under the 2014 Plan was as follows:


	Options (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value
Outstanding-December 31, 2023	5,261	$	4.67
Granted	—	—
Exercised	(1,108)	3.91
Forfeited	(35)	4.76
Expired	—	—
Outstanding-December 29, 2024	4,118	$	4.87	3.3	$	16,908
Exercisable-December 29, 2024	4,010	$	4.86	3.2	$	16,535
Vested and expected to vest-December 29, 2024	4,114	$	4.87	3.3	$	16,893

As of December 29, 2024, there was $0.6 million of total unrecognized compensation cost related to unvested options under the 2014 plan, which is expected to be recognized over a weighted average period of 1.1 years.

Equity-Based Compensation Expense

Equity-based compensation expense is calculated based on equity awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment to equity-based compensation expense will be recognized at that time.

Equity-based compensation expense included in the Company’s consolidated statements of operations was as follows (in thousands):


	Fiscal Years Ended
	December 29, 2024		December 31, 2023		December 25, 2022
Labor	$	1,902	$	1,647	$	1,448
General and administrative expenses	9,249		13,895		14,689
Total equity-based compensation expense	$	11,151	$	15,542	$	16,137

The Company's Chief Operating Officer, Mr. Derrick Pratt, departed from his role, effective June 30, 2024. In accordance with the Company’s Senior Executive Severance Plan, Mr. Pratt’s pre-IPO nonqualified stock options and his RSUs, both of which were scheduled to vest later in 2024, vested in the second quarter of 2024. The pre-IPO Options will remain exercisable through the 10th anniversary of the original grant date of September 14, 2020. The primary modification was to extend the permitted time for which the options could be exercised subsequent to termination, from 90 days post-termination to the 10th anniversary of the original grant date. All other equity grants were forfeited. The Company recorded a $0.2 million charge to equity-based compensation expense during the second quarter of 2024, to reflect the incremental value related to the modifications described herein.

Employee Stock Purchase Plan

During the fiscal year ended December 29, 2024, the Company issued 46,959 shares under the Employee Stock Purchase Plan ("ESPP"). The shares issued under the ESPP are net of shares withheld for taxes. As of December 29, 2024, 163,607 shares remained available for issuance under the ESPP. The expense incurred under the ESPP for the fiscal years ended December 29, 2024, December 31, 2023 and December 25, 2022, was immaterial. The expense is included within general and administrative expenses and labor in the consolidated statement of operations.

GOODWILL & INTANGIBLE ASSETS

12 Months Ended

Dec. 29, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL & INTANGIBLE ASSETS

The Company has one reporting unit for goodwill, which is evaluated for impairment annually in the fourth quarter of each fiscal year. The Company used the market approach to test goodwill. The market approach utilized publicly available market data, including publicly traded stock prices and total shares outstanding to determine the fair value of the reporting unit.

For indefinite-lived intangibles, the relief-from-royalty method estimates the fair value of an intangible asset based on what a third-party would pay for the right to use that asset. The most significant assumptions utilized in the relief-from-royalty method are projected revenues and the royalty rate.

No impairment charges were recognized for goodwill or indefinite-lived intangible assets for the years ended December 29, 2024, December 31, 2023 and December 25, 2022.

Intangibles, net consisted of the following (in thousands):


	As of December 29, 2024

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Indefinite-lived intangible assets:
Trade names	$	223,925	$	—	$	223,925
Intangibles subject to amortization:
Recipes	56,117		(30,019)		26,098


	$	280,042	$	(30,019)	$	250,023


	As of December 31, 2023

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Indefinite-lived intangible assets:
Trade names	$	223,925	$	—	$	223,925
Intangibles subject to amortization:
Recipes	56,117		(27,206)		28,911


	$	280,042	$	(27,206)	$	252,836

Amortization expense was $2.8 million, $2.9 million, and $2.9 million for the years December 29, 2024, December 31, 2023 and December 25, 2022 respectively, and was included in depreciation and amortization in the consolidated statements of operations.

The estimated aggregate amortization expense related to intangible assets held at December 29, 2024 for the next five years and thereafter is as follows (in thousands):


	Estimated Amortization
2025	2,707
2026	2,707
2027	2,707
2028	2,707
2029	2,150
2030 and thereafter	13,120
	$	26,098

EARNINGS PER SHARE- Schedule of Computations of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Earnings Per Share [Abstract]
Net income	$ 35,076	$ 24,818	$ 17,157
Net income attributable to non-controlling interests	5,559	6,394	6,306
NET INCOME ATTRIBUTABLE TO PORTILLO'S INC.	$ 29,517	$ 18,424	$ 10,851
Shares:
Weighted average number of common shares outstanding - basic (in shares)	61,050,437	53,806,570	38,902,259
Dilutive unit awards (in shares)	2,932,000	3,501,000	3,814,000
Weighted average number of common shares outstanding - diluted (in shares)	63,982,643	57,307,784	42,715,977
Basic net income per share (in dollars per share)	$ 0.48	$ 0.34	$ 0.28
Diluted net income per share (in dollars per share)	$ 0.46	$ 0.32	$ 0.25

INVENTORIES (Details) - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 5,756	$ 6,737
Work in progress	168	157
Finished goods	1,216	912
Consigned inventory	775	927
Total inventory	$ 7,915	$ 8,733

INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Current income taxes:
Federal	$ 0	$ 0	$ 0
State and local	28	(1)	3
Total current income taxes	28	(1)	3
Deferred income taxes:
Federal	3,767	3,750	(178)
State and local	3,004	(501)	1,998
Total deferred income taxes	6,771	3,249	1,820
Income tax expense	$ 6,799	$ 3,248	$ 1,823

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

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+ Details

GOODWILL & INTANGIBLE ASSETS - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	$ 223,925	$ 223,925
Accumulated Amortization	(30,019)	(27,206)
Intangibles subject to amortization, net	26,098
Gross Carrying Amount	280,042	280,042
Net Carrying Amount	250,023	252,836
Recipes
Finite-Lived Intangible Assets [Line Items]
Intangibles subject to amortization, gross	56,117	56,117
Accumulated Amortization	(30,019)	(27,206)
Intangibles subject to amortization, net	$ 26,098	$ 28,911

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

PROPERTY & EQUIPMENT, NET

12 Months Ended

Dec. 29, 2024

Property, Plant and Equipment [Abstract]

PROPERTY & EQUIPMENT, NET

Property and equipment, net consisted of the following (in thousands):


	December 29, 2024		December 31, 2023
Land and land improvements	$	24,100	$	19,000
Buildings and improvements	5,084		—
Furniture, fixtures, and equipment	177,443		155,871
Leasehold improvements	286,003		227,080
Transportation equipment	2,042		2,881
Construction-in-progress	12,348		16,808
	507,020		421,640
Less: accumulated depreciation	(148,045)		(125,847)
	$	358,975	$	295,793

Depreciation expense was $24.5 million, $21.4 million, and $18.0 million for the years ended December 29, 2024, December 31, 2023 and December 25, 2022, respectively, and was included in depreciation and amortization in the consolidated statements of operations.

LEASES - Schedule of Lease Terms and Discount Rates (Details)	Dec. 29, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted-average remaining lease term (years)	25 years 7 months 6 days	25 years 6 months
Weighted-average discount rate	9.20%	9.60%

SEGMENT INFORMATION	12 Months Ended
SEGMENT INFORMATION	Dec. 29, 2024
Segment Reporting [Abstract]
SEGMENT INFORMATION	SEGMENT INFORMATION The Company owns and operates fast-casual restaurants in the United States, along with two food production commissaries in Illinois. The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer. As the CODM reviews financial performance and allocates resources at a consolidated level on a recurring basis, the Company has one operating segment and one reportable segment. The CODM allocates resources and assesses performance of the Company based on net income (loss), as reported on the Consolidated Statement of Operations, which as the segment measure of profit and loss that is closest to GAAP, is the required segment measure. Net income was $35.1 million, $24.8 million, and $17.2 million for the fiscal years ended December 29, 2024, December 31, 2023, and December 25, 2022, respectively. In addition to net income (loss), the CODM also reviews operating income (loss), restaurant-level adjusted EBITDA and adjusted EBITDA. The CODM reviews these measures (i) to evaluate the Company's operating results and the effectiveness of business strategies, (ii) internally as benchmarks to compare the Company's performance to its competitors and (iii) as factors in evaluating management’s performance when determining incentive compensation. Additionally, the Company believes these measures are important to evaluate the performance and profitability of our restaurants, individually and in the aggregate. The CODM does not review segment assets and segment expenses at a level different than what is reported in the Company's Consolidated Balance Sheet and Consolidated Statement of Operations. Additionally, the CODM regularly receives information about the Company's capital expenditures which are reported in the Company's Consolidated Statement of Cash Flows as Purchase of property and equipment under investing activities. No guest accounts for 10% or more of our revenues.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Effective Income Tax Rate Reconciliation, Amount
Expected U.S. federal income taxes at statutory rate	$ 8,794	$ 5,894	$ 3,986
State and local income taxes, net of federal benefit	4,602	(55)	3,217
Non-deductible expenses	657	433	(369)
Non-controlling interest	(1,167)	(1,343)	(1,312)
LLC flow-through structure	(4,004)	468	(2,849)
Change in valuation allowance	(2,050)	(2,149)	(1,923)
Other	(33)	0	1,073
Income tax expense	$ 6,799	$ 3,248	$ 1,823
Effective Income Tax Rate Reconciliation, Percent
Expected U.S. federal income taxes at statutory rate	21.00%	21.00%	21.00%
State and local income taxes, net of federal benefit	11.00%	(0.20%)	16.90%
Non-deductible expenses	1.60%	1.50%	(1.90%)
Non-controlling interest	(2.80%)	(4.80%)	(6.90%)
LLC flow-through structure	(9.60%)	1.70%	(15.00%)
Change in valuation allowance	(4.90%)	(7.70%)	(10.10%)
Others, net	(0.10%)	0.00%	5.60%
Total	16.20%	11.50%	9.60%

LEASES - Schedule of Maturity Analysis of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023
Leases [Abstract]
2025	$ 29,128
2026	29,194
2027	29,013
2028	29,146
2029	29,425
Thereafter	682,466
Total lease payments	828,372
Less: imputed interest	(543,819)
Total operating lease liabilities	$ 284,553	$ 243,991

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 29, 2024

RELATED PARTY TRANSACTIONS

As of both December 29, 2024 and December 31, 2023, the related parties’ receivables balance consisted of $0.3 million, due from C&O, which is included in accounts and tenant improvement receivables in the consolidated balance sheet.

Olo, Inc.

Noah Glass, a member of the Company's Board, is the founder and CEO of Olo, Inc. ("Olo"), a platform the Company uses in connection with our mobile ordering application and delivery.

The Company incurred the following Olo-related costs for the fiscal years ended December 29, 2024, December 31, 2023, and December 25, 2022 (in thousands):


	Fiscal Years Ended
	December 29, 2024		December 31, 2023		December 25, 2022
Food, beverage and packaging costs	$	1,996	$	2,236	$	2,008
Other operating expenses	477		423		443
Total Olo-related costs	$	2,473	$	2,659	$	2,451

As of both December 29, 2024 and December 31, 2023, $0.4 million were payable to Olo and were included in accounts payable in the consolidated balance sheets.

Tax Receivable Agreement


	Fiscal Years Ended
(in thousands)	December 29, 2024		December 31, 2023
Current portion of Tax Receivable Agreement liability	$	7,686	$	4,428
Tax Receivable Agreement liability	316,893		295,390

Berkshire Partners LLC

In connection with the secondary offering previously discussed in Note 1. Description Of Business, we purchased LLC Units and shares of Class A common stock using the proceeds of the secondary offering at a price equal to the public offering price less the underwriting discounts and commissions from certain pre-IPO LLC Members and shareholders of the Blocker Companies, including from funds affiliated with Berkshire Partners LLC, which is our controlling shareholder that beneficially owns approximately 18.8% of the Company as of December 29, 2024.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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+ Details

NON-CONTROLLING INTERESTS (Tables)

12 Months Ended

Dec. 29, 2024

Noncontrolling Interest [Abstract]

Schedule of LLC interest Ownership by Portillo's Inc. and Pre-IPO LLC Members

The following table summarizes the LLC interest ownership by Portillo's Inc. and pre-IPO LLC members:


	December 29, 2024			December 31, 2023
	LLC Units	Ownership %		LLC Units	Ownership %
Portillo's Inc.	63,674,579	85.6	%	55,502,375	76.1	%
pre-IPO LLC Members	10,732,800	14.4	%	17,472,926	23.9	%
Total	74,407,379	100.0	%	72,975,301	100.0	%

Schedule of Effects of Changes in Ownership in Portillo's OpCo on the Company’s Equity

The following table summarizes the effects of changes in ownership in Portillo's OpCo on the Company’s equity (in thousands):


	Fiscal Years Ended
	December 29, 2024		December 31, 2023		December 25, 2022
Net income attributable to Portillo's Inc.	$	29,517	$	18,424	$	10,851

Activity under equity-based compensation plans	3,452		953		(606)
Non-controlling interest adjustment	55,304		48,849		89,374
Redemption of LLC Units	(67)		(64)		(118)
Establishment of liabilities under Tax Receivable Agreement and related changes to deferred tax assets associated with increases in tax basis	(18,863)		(13,712)		(23,662)
Total effect of changes in ownership interest on equity attributable to Portillo's Inc.	$	69,343	$	54,450	$	75,839

LEASES (Tables)

12 Months Ended

Dec. 29, 2024

Leases [Abstract]

Schedule of Operating Lease Right-of-use Assets and Liabilities

A summary of operating lease right-of-use assets and liabilities is as follows (in thousands):


Operating leases	Classification	December 29, 2024		December 31, 2023
Right-of-use assets	Operating lease assets	$	222,390	$	193,825
		222,390		193,825

Current lease liabilities	Short-term operating lease liability	6,013		5,577
Non-current lease liabilities	Long-term operating lease liability	278,540		238,414
		$	284,553	$	243,991

Schedule of Components of Lease Expense

The components of lease expense were as follows (in thousands):


		Fiscal Years Ended
Operating leases	Classification	December 29, 2024		December 31, 2023		December 25, 2022
Operating lease cost	Occupancy Other operating expenses General and administrative expenses Pre-opening expenses	$	32,542	$	28,861	$	25,735
Short-term operating lease cost	Occupancy Other operating expenses General and administrative expenses Pre-opening expenses	1,813		1,069		698
Variable lease cost	Occupancy Other operating expenses General and administrative expenses	3,894		3,714		3,604
		$	38,249	$	33,644	$	30,037

Supplemental cash flow information related to leases is as follows (in thousands):


	Fiscal Years Ended
	December 29, 2024		December 31, 2023		December 25, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	27,223	$	23,478	$	21,476
Operating lease assets obtained in exchange for lease liabilities:
Operating leases	39,650		33,176		10,682

Schedule of Lease Terms and Discount Rates

A summary of lease terms and discount rates for operating leases is as follows:


Operating leases	December 29, 2024		December 31, 2023
Weighted-average remaining lease term (years):	25.6		25.5
Weighted-average discount rate:	9.2	%	9.6	%

Schedule of Maturity Analysis of Lease Liabilities

As of December 29, 2024, the maturity analysis of the lease liabilities consisted of the following (in thousands):


Year Ending	Operating Leases
2025	$	29,128
2026	29,194
2027	29,013
2028	29,146
2029	29,425
Thereafter	682,466
Total lease payments	828,372
Less: imputed interest	(543,819)
Total operating lease liabilities	$	284,553

Audit Information	12 Months Ended
Audit Information	Dec. 29, 2024
Audit Information [Abstract]
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	Chicago, Illinois

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	12 Months Ended
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment charges	$ 657,000	$ 0	$ 0
Recurring \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	3,196,000	3,264,000
Recurring \| Cash/money accounts \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	988,000	1,083,000
Recurring \| Mutual Funds \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	$ 2,208,000	$ 2,181,000

EQUITY-BASED COMPENSATION - Narrative (Details)				3 Months Ended	12 Months Ended
EQUITY-BASED COMPENSATION - Narrative (Details)	Jun. 29, 2024	Dec. 23, 2022 $ / shares shares	Sep. 14, 2020	Jun. 30, 2024 USD ($)	Dec. 29, 2024 USD ($) tranche $ / shares shares	Dec. 31, 2023 USD ($) $ / shares	Dec. 25, 2022 USD ($) $ / shares	Dec. 26, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Price \| $ / shares		$ 17.19					$ 17.19
Equity-based compensation expense \| $					$ 11,151,000	$ 15,542,000	$ 16,137,000
Chief Operating Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Charge to equity-based compensation expense \| $				$ 200,000
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					3 years
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Price \| $ / shares					$ 11.94
Granted (in shares)					311,042
Unrecognized compensation cost \| $					$ 1,500,000
Weighted average remaining term, exercisable					0 years
2014 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)					0
Unrecognized compensation cost \| $					$ 600,000
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued per vested unit					1
Share-based compensation not yet recognized, amount \| $					$ 7,000,000.0
Weighted-average period for recognition					2 years
Granted (in shares)					755,000
RSUs \| Chief Operating Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Termination period			10 years		10 years
Accelerated expiration period	90 days
RSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					1 year
RSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					3 years
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		57,870
RSAs \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		1 year
Award vesting rights, percentage		50.00%
RSAs \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		2 years
PSOs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation not yet recognized, amount \| $					$ 2,200,000
Weighted-average period for recognition					1 year 4 months 24 days
Granted (in shares)					625,000
Share Price \| $ / shares					$ 12.17	$ 17.86	$ 22.19
Tranches based on stock performance conditions \| tranche					3
Termination period					10 years
Weighted average remaining term, exercisable					0 years
PSOs \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					3 years
Award vesting rights, percentage					33.00%
Number of trading days used to calculate volume-weighted average price					20 days
Threshold volume-weighted average price for vesting of awards (in dollars per share) \| $ / shares					$ 30.00
Threshold volume-weighted average price as a percent of IPO price					150.00%
PSOs \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					4 years
Award vesting rights, percentage					33.00%
Number of trading days used to calculate volume-weighted average price					20 days
Threshold volume-weighted average price for vesting of awards (in dollars per share) \| $ / shares					$ 40.00
Threshold volume-weighted average price as a percent of IPO price					200.00%
PSOs \| Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					5 years
Award vesting rights, percentage					33.00%
Number of trading days used to calculate volume-weighted average price					20 days
Threshold volume-weighted average price for vesting of awards (in dollars per share) \| $ / shares					$ 50.00
Threshold volume-weighted average price as a percent of IPO price					250.00%
Stock Options \| 2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					4 years
Weighted-average period for recognition					3 years 3 months 18 days
Termination period					10 years
Stock Options \| 2014 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					5 years
Weighted-average period for recognition					1 year 1 month 6 days
Termination period					10 years
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation not yet recognized, amount \| $					$ 0
Weighted-average period for recognition					2 years
Granted (in shares)					335,000
Management calculated attainment rate					0
PSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance stock units granted, percentage					0
PSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance stock units granted, percentage					2
Employee stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options available for issuance (in shares)					163,607
Shares issued (in shares)					46,959
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options available for issuance (in shares)								7,100,000

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 29, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Management evaluated events occurring subsequent to December 29, 2024 and other than as noted below determined that no material recognizable subsequent events occurred. 2025 Credit Agreement Closing On January 27, 2025 (the “2025 Credit Agreement Closing Date”), Holdings, the Borrower, the other Guarantors party thereto, the Lenders from time to time party thereto and Fifth Third Bank, National Association, as Administrative Agent, the L/C Issuer and the Swing Line Lender entered into an amendment (the “Amendment”) to the 2023 Credit Agreement (as amended by the Amendment and as may be amended, restated, supplemented or otherwise modified from time to time thereafter, the “2025 Credit Agreement”). Capitalized terms used but not defined in this Note 19 have the meaning ascribed to such terms in the Amendment or the 2025 Credit Agreement, as applicable. The Amendment provides for, among other things, (i) a $250 million term loan A facility (the “2025 Term Loan Facility”) and (ii) revolving credit commitments in an initial aggregate principal amount of $150 million (the “2025 Revolving Credit Facility” and, together with the Term Loan Facility, the “2025 Facilities”), the proceeds of which will be used to refinance indebtedness under the 2023 Credit Agreement, for general corporate purposes and working capital needs and for other activities permitted under the 2025 Credit Agreement. The loans under each of the 2025 Facilities mature on January 27, 2030. The 2025 Facilities are guaranteed, subject to customary exceptions, by all of the Borrower’s wholly-owned domestic restricted subsidiaries and Holdings, and are secured by a lien on substantially all of the Borrower’s assets, including fixed assets and intangibles, and the assets of the Guarantors, in each case, subject to customary exceptions. The Borrower may, upon notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay the 2025 Term Loan Facility or the 2025 Revolver Facility in whole or in part without premium or penalty. The 2025 Term Loan Facility is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter, commencing on the last day of the first full fiscal quarter after the Closing Date (the “Initial Amortization Date”), equal to (i) for the first two years following the 2025 Credit Agreement Closing Date, $6.3 million of the original principal amount of the term loans, (ii) for the third and fourth years following the 2025 Credit Agreement Closing Date, $12.5 million of the original principal amount of the term loans and (iii) for the fifth year following the 2025 Credit Agreement Closing Date, $25.0 million of the original principal amount of the term loans. The remaining initial aggregate advances under the Term Loan Facility are payable at the maturity of the 2025 Term Loan Facility. Each Facility bears interest at a rate per annum equal to, (i) in the case of Base Rate Loans, an applicable rate based on a grid ranging from 1.00% to 1.75% or, (ii) in the case of Tranche Rate Loans, an applicable rate based on a grid ranging from 2.00% to 2.75%, in each case, based on the Consolidated Total Net Rent Adjusted Leverage. In addition, the Borrower will pay (i) an unused commitment fee of between 0.20% and 0.25% on the undrawn commitments under the 2025 Revolving Credit Facility and (ii) Letter of Credit fees of between 2.00% and 2.75% on outstanding Letters of Credit, in each case, also based on the Consolidated Total Net Rent Adjusted Leverage. The 2025 Credit Agreement contains customary representations and warranties, events of default, reporting and other affirmative covenants and negative covenants, including limitations on indebtedness, liens, investments, negative pledges, dividends, junior financings and other fundamental changes. Failure to comply with these covenants and restrictions could result in an event of default under the 2025 Credit Agreement. In such an event, all amounts outstanding under the 2025 Credit Agreement, together with any accrued interest, could then be declared immediately due and payable. 2025 Tax Receivable Agreement Amendment On January 24, 2025, we entered into an Amendment to the Tax Receivable Agreement (the “Amendment") with PHD Group Holdings, LLC and the TRA Party Representative, as defined in the agreement. The Amendment replaces the LIBOR based interest rate with a Term Secured Overnight Financing Rate (“SOFR”) based rate. New Director On January 9, 2025, the Board elected Jack Hartung to serve on the Company’s board of directors, ( the “Board”), effective immediately. In connection with his appointment, Mr. Hartung was appointed to serve on the Audit Committee of the Board.

FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 29, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The carrying value of the Company's cash and cash equivalents and restricted cash, accounts and tenant improvement receivables, accounts payable and all other current assets and liabilities, approximate fair values due to the short-term nature of these financial instruments.

Other assets consists of long-term prepaid expenses and a deferred compensation plan with related assets held in a rabbi trust. Other long-term liabilities consist of a deferred gain on a supplier arrangement. Long-term prepaid expenses and other long-term liabilities approximate fair values due to the nature of these financial instruments.

Deferred Compensation Plan - The Company maintains a rabbi trust to fund obligations under a deferred compensation plan. Amounts in the rabbi trust are invested in mutual funds, which are designated as trading securities carried at fair value. The fair value measurement of these trading securities is considered Level 1 of the fair value hierarchy as they are measured using quoted market prices.

As of December 29, 2024 and December 31, 2023, the fair value of the mutual fund investments and deferred compensation obligations were as follows (in thousands):


	December 29, 2024		December 31, 2023
	Level 1
Assets - Investments designated for deferred compensation plan
Cash/money accounts	$	988	$	1,083
Mutual Funds	2,208		2,181
Total assets	$	3,196	$	3,264

As of December 29, 2024 and December 31, 2023 we had no Level 2 or Level 3 assets.

The deferred compensation investments and obligations are included in other assets, accrued expenses and other long-term liabilities in the consolidated balance sheets. Changes in the fair value of securities held in the rabbi trust are recognized as trading gains and losses and included in other income in the consolidated statements of operations and offsetting increases or decreases in the deferred compensation obligation are recorded in other long-term liabilities in the consolidated balance sheets.

Refer to Note 9. Debt for additional information relating to the fair value of the Company's outstanding debt instruments.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Assets and liabilities that are measured at fair value on a non-recurring basis include property and equipment, net, operating lease assets, equity-method investment, goodwill and indefinite-lived intangible assets. These assets are measured at fair value whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During fiscal 2024, the Company recognized an impairment charge of $0.7 million related to a technology asset that is included within other income, net in the consolidated statement of operations. No asset impairment charges were recorded in fiscal 2023 or fiscal 2022.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

SUBSEQUENT EVENTS (Details) - Credit Agreement - USD ($)	Jan. 27, 2025	Aug. 01, 2014
Secured Debt \| 2025 Term Loan Facility \| Subsequent Event
Subsequent Event [Line Items]
Aggregate principal amount	$ 250,000,000
Annual amount for first year	6,300,000
Annual amount for second year	6,300,000
Annual amount for third year	12,500,000
Annual amount for fourth year	12,500,000
Annual amount for fifth year	$ 25,000,000.0
Secured Debt \| 2025 Term Loan Facility, Base Rate Loans \| Minimum \| Subsequent Event
Subsequent Event [Line Items]
Interest rate	1.00%
Secured Debt \| 2025 Term Loan Facility, Base Rate Loans \| Maximum \| Subsequent Event
Subsequent Event [Line Items]
Interest rate	1.75%
Secured Debt \| 2025 Term Loan Facility, Tranche Rate Loans \| Minimum \| Subsequent Event
Subsequent Event [Line Items]
Interest rate	2.00%
Secured Debt \| 2025 Term Loan Facility, Tranche Rate Loans \| Maximum \| Subsequent Event
Subsequent Event [Line Items]
Interest rate	2.75%
2025 Revolving Facility \| 2025 Revolving Credit Facility \| Subsequent Event
Subsequent Event [Line Items]
Line of credit maximum borrowing capacity	$ 150,000,000
2025 Revolving Facility \| 2025 Revolving Credit Facility \| Minimum \| Subsequent Event
Subsequent Event [Line Items]
Unused commitment fee	0.20%
2025 Revolving Facility \| 2025 Revolving Credit Facility \| Maximum \| Subsequent Event
Subsequent Event [Line Items]
Unused commitment fee	0.25%
Letter of Credit
Subsequent Event [Line Items]
Line of credit maximum borrowing capacity		$ 7,500,000
Letter of Credit \| 2025 Revolving Credit Facility \| Minimum \| Subsequent Event
Subsequent Event [Line Items]
Unused commitment fee	2.00%
Letter of Credit \| 2025 Revolving Credit Facility \| Maximum \| Subsequent Event
Subsequent Event [Line Items]
Unused commitment fee	2.75%

EARNINGS PER SHARE - Schedule of Units Excluded from Calculation of Diluted Earnings per Share (Details) - shares shares in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted earnings per share (in shares)	2,120	1,817	1,807
Performance Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted earnings per share (in shares)	1,377	1,812	1,807
Performance Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted earnings per share (in shares)	291	0	0
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted earnings per share (in shares)	137	5	0
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted earnings per share (in shares)	315	0	0

REVENUE RECOGNITION

12 Months Ended

Dec. 29, 2024

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

Revenues from retail restaurants are presented net of discounts and recognized when food and beverage products are sold to the end customer. Sales taxes collected from customers are excluded from revenues and the obligation is included in accrued liabilities until the taxes are remitted to the appropriate taxing authorities.

The Company also offers delivery services to customers which are generally classified as either Dispatch Sales or Marketplace Sales. Refer to Note 2. Summary Of Significant Accounting Policies for additional information regarding revenue recognition for Dispatch Sales and Marketplace Sales.

The Company sells gift cards which do not have expiration dates. Refer to Note 2. Summary Of Significant Accounting Policies for additional information regarding gift card sales. The Company recognized gift card breakage of $0.9 million for both the years ended December 29, 2024 and December 31, 2023, and $0.8 million for the year ended December 25, 2022.

The Company’s revenue related to performance obligations not yet satisfied is revenue from gift cards sold but not yet redeemed. The gift card liability is included in deferred revenue on the consolidated balance sheets as follows (in thousands):


	December 29, 2024		December 31, 2023
Gift card liability	$	6,875	$	6,981

Revenue recognized in the consolidated statements of operations for the redemption of gift cards that were included in their respective liability balances at the beginning of the year is as follows (in thousands):


	Fiscal Years Ended
		December 29, 2024		December 31, 2023		December 25, 2022
Revenue recognized from gift card liability balance at the beginning of the year		$	3,972	$	3,822	$	3,598

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

INCOME TAXES

12 Months Ended

Dec. 29, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

We are the sole managing member of Portillo's OpCo, and consolidate the financial results of Portillo's OpCo. Portillo's OpCo is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Portillo's OpCo is generally not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Portillo's OpCo is passed through to and included in the taxable income or loss of its members, including us, based upon the respective member's ownership percentage in Portillo's OpCo. Beginning in Fiscal 2021, we are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income or loss of Portillo's OpCo subsequent to the IPO and Transactions, as well as any stand-alone income or loss generated by Portillo's Inc.

Income Tax Expense

The components of income tax expense are as follows (in thousands):


	Fiscal Years Ended
	December 29, 2024		December 31, 2023		December 25, 2022
Current income taxes:
Federal	$	—	$	—	$	—
State and local	28		(1)		3
Total current income taxes	28		(1)		3
Deferred income taxes:
Federal	3,767		3,750		(178)
State and local	3,004		(501)		1,998
Total deferred income taxes	6,771		3,249		1,820
Income tax expense	$	6,799	$	3,248	$	1,823


	Fiscal Years Ended
	December 29, 2024				December 31, 2023				December 25, 2022
Expected U.S. federal income taxes at statutory rate	$	8,794	21.0	%	$	5,894	21.0	%	$	3,986	21.0	%
State and local income taxes, net of federal benefit	4,602		11.0	%	(55)		(0.2)	%	3,217		16.9	%
Non-deductible expenses	657		1.6	%	433		1.5	%	(369)		(1.9)	%

Non-controlling interest	(1,167)		(2.8)	%	(1,343)		(4.8)	%	(1,312)		(6.9)	%
LLC flow-through structure	(4,004)		(9.6)	%	468		1.7	%	(2,849)		(15.0)	%

Change in valuation allowance	(2,050)		(4.9)	%	(2,149)		(7.7)	%	(1,923)		(10.1)	%
Other	(33)		(0.1)	%	—		—	%	1,073		5.6	%
Income tax expense	$	6,799	16.2	%	$	3,248	11.5	%	$	1,823	9.6	%

Our effective income tax rates for the years ended December 29, 2024, December 31, 2023 and December 25, 2022 were 16.2%, 11.5% and 9.6%, respectively. The change in our effective income tax rate from the year ended December 29, 2024 to the year ended December 31, 2023 was primarily driven by an increase in the Company's ownership interest in Portillo's OpCo, which increases its share of taxable income (loss) of Portillo's OpCo, partially offset by the decrease in the valuation allowance. The Company’s annual effective tax rate for the year ended December 29, 2024, December 31, 2023 and December 25, 2022 differs from the statutory rate of 21% primarily because the Company is not liable for income taxes on the portion of OpCo’s earnings that are attributable to non-controlling interests, deferred tax adjustments, impacts from equity-based award activity and the change in valuation allowance.

Deferred Tax Assets

The components of deferred tax assets and liabilities are as follows (in thousands):


	December 29, 2024		December 31, 2023
Deferred tax assets:
Investment in partnership	$	63,906	$	73,626
Tax Receivable Agreement	78,462		71,536



Net operating loss carryforwards	47,005		38,652
Other assets	15,186		10,087
Total gross deferred tax assets	204,559		193,901
Valuation allowance	(7,150)		(9,200)




Net deferred tax assets	$	197,409	$	184,701

As described in Note 1. Description of Business and Note 11. Stockholders' Equity, we acquired LLC Units in connection with the IPO and Transactions and Secondary Offerings. During the years ended December 29, 2024 and December 31, 2023, we recognized a deferred tax asset in the amount of $63.9 million and $73.6 million, respectively, associated with the basis difference in our investment in Portillo's OpCo from acquiring these LLC Units.

During the years ended December 29, 2024 and December 31, 2023, we also recognized deferred tax assets in the amount of $78.5 million and $71.5 million, respectively, related to additional tax basis increases generated from expected future payments under the TRA and related deductions for imputed interest on such payments.

We evaluate the realizability of our deferred tax assets on a quarterly basis and establish valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. During the years ended December 29, 2024 and December 31, 2023, the Company recognized deferred tax assets of $63.9 million and $73.6 million, respectively, associated with the basis difference in its investment in Portillo's OpCo from acquiring these LLC Units. However, a portion of the total basis difference will only reverse upon the eventual sale of its interest in Portillo's OpCo, which we expect would result in a capital loss which we do not expect to be able to utilize. As of December 29, 2024 and December 31, 2023, the Company recorded a valuation allowance in the amount of $7.2 million and $9.2 million, respectively, against the deferred tax asset.

As of December 29, 2024 and December 31, 2023, the Company had federal and state net operating loss carry forwards of $47.0 million and $38.7 million, respectively, available to reduce future taxable income, if any. Federal losses that arose prior to 2018 will begin to expire in 2034. Federal losses generated after 2017 will be carried forward indefinitely. The majority of state losses will begin to expire in 2034 and future periods.

Unrecognized Tax Benefits

The Company recorded no unrecognized tax benefits as of December 29, 2024 and December 31, 2023. Portillo's Inc. was formed in June 2021 and did not engage in any operations prior to the IPO and Transactions. Portillo's has filed all income tax returns for tax years through 2023. These returns are subject to examination by taxing authorities for U.S. federal and state income tax purposes. Additionally, although Portillo's OpCo is treated as a partnership for U.S. federal and state income taxes purposes, it is still required to file an annual U.S. Return of Partnership Income, which is subject to examination by the Internal Revenue Service ("IRS"). As of December 29, 2024, there are no ongoing U.S. federal, state or local income tax return examinations.

Tax Receivable Agreement

Pursuant to the Company's election under section 754 of the Internal Revenue Code (the "Code"), the Company expects to obtain an increase in its share of the tax basis in the net assets of Portillo's OpCo when LLC Units are exchanged by other members. The Company intends to treat any exchanges of LLC Units as direct purchases of LLC Units for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that would otherwise be paid in the future to the U.S. federal, state and local authorities. These increases may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets. Also, see Note 19. Subsequent Events for information about amendments to the Tax Receivable Agreement.

In the fourth quarter of 2024, in connection with the pre-IPO LLC Members unit redemption previously discussed in Note 1. Description of

Business, 840,992 LLC Units were redeemed for newly-issued shares of Class A common stock. As a result, an increase in the tax basis of net assets of Portillo's OpCo subject to the provisions of the TRA was recorded. The Company recorded a deferred tax asset of $1.7 million and an additional TRA liability of $4.3 million.

In the first quarter of 2024, in connection with the Q1 2024 Secondary Offering previously discussed in Note 1. Description Of Business, 5,832,371 LLC Units were redeemed by the pre-IPO LLC Members for newly-issued shares of Class A common stock. As a result, an increase in the tax basis of net assets of Portillo's OpCo subject to the provisions of the TRA was recorded. The Company recorded a deferred tax asset of $17.8 million and an additional TRA liability of $33.7 million.

In the first quarter of 2023, in connection with the secondary offering previously discussed in Note 1. Description Of Business, 5,893,600 LLC Units were redeemed by the pre-IPO LLC Members for newly-issued shares of Class A common stock, resulting in an increase in the tax basis of net assets of Portillo's OpCo subject to the provisions of the TRA. The Company recorded a deferred tax asset of $34.9 million and an additional TRA liability of $47.4 million.

As of December 29, 2024, we estimate that our obligation for future payments under the TRA totaled $324.6 million. The Company made payments of $4.4 million under the TRA during the year ended December 29, 2024 relating to tax year 2021 and we expect a payment of $7.7 million relating to tax year 2022 to be made within the next 12 months. Refer to Note 2. Summary Of Significant Accounting Policies for additional information on the TRA.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

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+ Details

REVENUE RECOGNITION (Tables)

12 Months Ended

Dec. 29, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Gift Card Liability

The gift card liability is included in deferred revenue on the consolidated balance sheets as follows (in thousands):


	December 29, 2024		December 31, 2023
Gift card liability	$	6,875	$	6,981


	Fiscal Years Ended
		December 29, 2024		December 31, 2023		December 25, 2022
Revenue recognized from gift card liability balance at the beginning of the year		$	3,972	$	3,822	$	3,598

DEBT - Narrative (Details) - USD ($)		12 Months Ended
DEBT - Narrative (Details) - USD ($)	Feb. 02, 2023	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022	Dec. 06, 2019	Aug. 01, 2014
Debt Instrument [Line Items]
Payments of long-term debt		$ 5,625,000	$ 328,053,000	$ 3,324,000
Deferred financing costs and issuance discount	$ 3,600,000
Loss on debt extinguishment		0	3,465,000	0
Amortization of debt issuance costs		200,000	400,000	2,000,000
Amortization of debt discount		700,000	600,000	800,000
Interest expense		25,616,000	$ 27,470,000	$ 27,644,000
Credit Agreement
Debt Instrument [Line Items]
Interest rate, effective percentage			8.36%
2023 Revolver Facility		$ 313,800,000	$ 309,400,000
Loss on debt extinguishment			$ 3,500,000
Credit Agreement \| SOFR
Debt Instrument [Line Items]
Variable rate	0.00%
Credit Agreement \| One-month SOFR
Debt Instrument [Line Items]
Variable rate	0.10%
Credit Agreement \| 3-month SOFR
Debt Instrument [Line Items]
Variable rate	0.15%
Credit Agreement \| 2023 Revolver Facility
Debt Instrument [Line Items]
Interest rate, effective percentage		7.53%
Credit Agreement \| 2014 Term B-3 Loans
Debt Instrument [Line Items]
Aggregate principal amount					$ 332,400,000	$ 335,000,000
Payments of debt	$ 321,800,000
Credit Agreement \| 2014 Revolving Facility
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity					$ 50,000,000
Credit Agreement \| 2023 Term Loan \| 2023 Term Loan
Debt Instrument [Line Items]
Aggregate principal amount	300,000,000
Interest rate at period end		7.25%	8.00%
Annual amount for first year		$ 7,500,000
Annual amount for second year		7,500,000
Annual amount for third year		15,000,000
Annual amount for fourth year		15,000,000
Annual amount for fifth year closing date		30,000,000
2023 Revolver Facility		$ 288,800,000	$ 294,400,000
Credit Agreement \| 2023 Revolver Facility \| 2023 Revolver Facility
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	100,000,000
Interest rate at period end		7.17%	8.23%
Commitment fee percentage		0.20%	0.25%
2023 Revolver Facility		$ 25,000,000	$ 15,000,000
Remaining borrowing capacity		$ 69,700,000	$ 80,700,000
Credit Agreement \| 2023 Revolver Facility \| 2014 Revolving Facility
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	$ 50,000,000					30,000,000
Credit Agreement \| Letter of Credit
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity						$ 7,500,000
Credit Agreement \| Letter of Credit \| 2023 Revolver Facility
Debt Instrument [Line Items]
Letter of credit fee percentage		2.50%	2.75%
Letters of credit		$ 5,300,000
Credit Agreement \| Letter of Credit \| New Revolver Facility
Debt Instrument [Line Items]
Letters of credit			$ 4,300,000

PROPERTY & EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Property, Plant and Equipment [Line Items]
Property and equipment	$ 507,020	$ 421,640
Less: accumulated depreciation	(148,045)	(125,847)
Total property and equipment	358,975	295,793
Depreciation expense	24,500	21,400	$ 18,000
Land and land improvements
Property, Plant and Equipment [Line Items]
Property and equipment	24,100	19,000
Buildings and improvements
Property, Plant and Equipment [Line Items]
Property and equipment	5,084	0
Furniture, fixtures, and equipment
Property, Plant and Equipment [Line Items]
Property and equipment	177,443	155,871
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	286,003	227,080
Transportation equipment
Property, Plant and Equipment [Line Items]
Property and equipment	2,042	2,881
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property and equipment	$ 12,348	$ 16,808

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 29, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	false

EQUITY-BASED COMPENSATION - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ 11,151	$ 15,542	$ 16,137
Labor
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	1,902	1,647	1,448
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ 9,249	$ 13,895	$ 14,689

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

DESCRIPTION OF BUSINESS	12 Months Ended
DESCRIPTION OF BUSINESS	Dec. 29, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	DESCRIPTION OF BUSINESS Portillo’s Inc. ("Inc.") was formed and incorporated as a Delaware corporation on June 8, 2021. Inc. was formed for the purpose of completing an initial public offering ("IPO") and related reorganization transactions in order to carry on the business of PHD Group Holdings LLC and its subsidiaries ("Portillo's OpCo"). Portillo's Inc. is the sole managing member of Portillo’s OpCo, and as sole managing member, Inc. operates and controls all of the business and affairs of Portillo's OpCo and reports a non-controlling interest representing the economic interest in Portillo's OpCo held by the other members of Portillo's OpCo (the "pre-IPO LLC Members"). Unless the context otherwise requires, references to "we," "us," "our," "Portillo's," and the "Company" refer to Portillo's Inc. and its subsidiaries, including Portillo's OpCo. The Company operates restaurants in 10 states that serve Chicago-style hot dogs and sausages, Italian beef sandwiches, char-grilled burgers, fresh chopped salads, crinkle-cut fries, homemade chocolate cake and more, along with two food production commissaries in Illinois. As of December 29, 2024 and December 31, 2023, the Company had 93 and 83 restaurants in operation, respectively. The Company also had two non-traditional locations in operation as of December 29, 2024 and December 31, 2023. These non-traditional locations include a food truck and a ghost kitchen (small kitchen with no store-front presence, used to fill online orders). Portillo's Inc., additionally has a 50% interest in a single restaurant owned by C&O Chicago, L.L.C. ("C&O"), which is excluded from the Company's restaurant count noted above. The Company’s principal corporate offices are located in Oak Brook, Illinois. Secondary Offerings and Redemption of LLC Units In the fourth quarter of 2024, certain pre-IPO LLC Members redeemed 840,992 LLC Units in the aggregate, together with an equal number of shares of Class B common stock, for newly-issued shares of Class A common stock on a one-for-one basis, in accordance with the terms of the Second Amended and Restated LLC Agreement of Portillo’s OpCo, dated as of October 20, 2021. In the first quarter of 2024, the Company completed a secondary offering of 8,000,000 shares of the Company's Class A common stock at an offering price of $14.37 per share ("Q1 2024 Secondary Offering"). The Company granted BofA Securities, Inc., the underwriter (the "Underwriter"), a 30-day option to purchase up to an additional 1,200,000 shares of Class A common stock. The underwriter did not exercise its overallotment option within the 30-day period. We used all of the net proceeds from the Q1 2024 Secondary Offering to purchase LLC Units and corresponding shares of Class B common stock from certain pre-IPO LLC Members and to repurchase shares of Class A common stock from the shareholders of the entities treated as corporations for U.S. tax purposes that held LLC Units prior to the Transactions ("Blocker Companies") at a price per LLC Unit or share of Class A common stock, as applicable, equal to the public offering price per share of Class A common stock, less the underwriting discounts and commissions. The proceeds from the Q1 2024 Secondary Offering were used to (i) purchase 2,167,629 existing shares of Class A common stock from the shareholders of the Blocker Companies and (ii) redeem 5,832,371 LLC Units held by the pre-IPO LLC Members. In connection with the redemption, 5,832,371 shares of Class B common stock were surrendered by the pre-IPO LLC Members and canceled and the Company received 5,832,371 newly-issued LLC Units, increasing the Company's total ownership interest in Portillo's OpCo. As a result, Portillo’s did not receive any proceeds from the offering, and the total number of shares of Class A common stock and Class B common stock did not change; however, the number of outstanding shares of Class A common stock increased by the same number of the canceled shares of Class B common stock. In the first quarter of 2023, the Company completed one secondary offering of 8,000,000 shares at an offering price of $21.05 per share. On April 5, 2023, the Underwriter exercised its overallotment option in part, to purchase an additional 620,493 shares of the Company's Class A common stock at an offering price of $21.05 per share. In the third and fourth quarters of 2022, the Company completed two secondary offerings of 8,066,458 shares (including 66,458 shares sold to the underwriters pursuant to their overallotment option) and 8,000,000 shares, respectively, of the Company's Class A common stock at an offering price of $23.75 and $22.69, respectively, per share. The holders of LLC Units (other than the Company) may from time to time require Portillo’s OpCo to redeem all or a portion of their LLC Units (together with an equal number of shares of Class B common stock) for newly-issued shares of Class A common stock on a one-for-one basis. As of December 29, 2024, the Company owned 85.6% of Portillo's OpCo and the pre-IPO LLC Members owned the remaining 14.4% of Portillo's OpCo.

RELATED PARTY TRANSACTIONS - Olo-related Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Related Party Transaction [Line Items]
Food, beverage and packaging costs	$ 241,679	$ 230,869	$ 204,237
Other operating expenses	83,038	76,639	65,312
Total restaurant operating expenses	542,440	514,734	454,598
Related Party
Related Party Transaction [Line Items]
Food, beverage and packaging costs	1,996	2,236	2,008
Other operating expenses	477	423	443
Total restaurant operating expenses	$ 2,473	$ 2,659	$ 2,451

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 29, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0.00	0.00
Preferred stock, shares outstanding (in shares)	0.00	0.00
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common units authorized (in shares)	380,000,000	380,000,000
Common units issued (in shares)	63,674,579	55,502,375
Common units outstanding (in shares)	63,674,579	55,502,375
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common units authorized (in shares)	50,000,000	50,000,000
Common units issued (in shares)	10,732,800	17,472,926
Common units outstanding (in shares)	10,732,800	17,472,926

DEBT (Tables)

12 Months Ended

Dec. 29, 2024

Debt Disclosure [Abstract]

Schedule of Debt

Debt consisted of the following (in thousands):


	December 29, 2024		December 31, 2023
2023 Term Loan	$	288,750	$	294,375

2023 Revolver Facility	25,000		15,000

Unamortized discount and debt issuance costs	(2,078)		(2,952)
Total debt, net	311,672		306,423
Less: Short-term debt	(25,000)		(15,000)
Less: Current portion of long-term debt	(11,250)		(7,500)
Long-term debt, net	$	275,422	$	283,923

Schedule of Maturities of Long-term Debt

Principal payments on long-term debt (excluding the Revolving Facility) outstanding at December 29, 2024 for each year through maturity are as follows (in thousands):


2025	11,250
2026	15,000
2027	22,500
2028	240,000
	$	288,750

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
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-URI https://asc.fasb.org/1943274/2147477734/942-470-50-3

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
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-Section 50
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 29, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Mutual Fund Investments and Deferred Compensation Obligations

As of December 29, 2024 and December 31, 2023, the fair value of the mutual fund investments and deferred compensation obligations were as follows (in thousands):


	December 29, 2024		December 31, 2023
	Level 1
Assets - Investments designated for deferred compensation plan
Cash/money accounts	$	988	$	1,083
Mutual Funds	2,208		2,181
Total assets	$	3,196	$	3,264

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Dec. 29, 2024 USD ($) reporting_unit shares	Dec. 31, 2023 USD ($)	Dec. 25, 2022 USD ($)	Dec. 26, 2021 USD ($)	Dec. 27, 2020 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allowance for uncollectible accounts	$ 0	$ 0
Consigned inventory	800,000	900,000
Impairment charges	$ 657,000	0	$ 0
Number of reporting units \| reporting_unit	1
Employee benefit expense	$ 600,000	400,000	400,000
Maximum employee subscription rate	80.00%
Advertising and marketing expense	$ 8,000,000	5,900,000	4,000,000.0
Cloud-based software hosting arrangements	$ 3,400,000	2,000,000
Operating lease renewal option	5 years
Deferred payroll taxes, CARES Act					$ 5,400,000
Payments for deferred payroll taxes, CARES Act			$ 2,700,000	$ 2,700,000
Tax payable as a percent of tax savings	85.00%
Prepaid expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cloud-based software hosting arrangements	$ 900,000	300,000
Other assets
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cloud-based software hosting arrangements	$ 2,500,000	$ 1,700,000
Employee stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Market price purchase percent	85.00%
Options authorized (in shares) \| shares	250,000
Maximum gross base earnings percent	15.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated useful lives	3 years
Operating lease term	10 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated useful lives	10 years
Vesting period	3 years
Operating lease term	20 years
C&O
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Ownership percentage	50.00%

Schedule II: Valuation and Qualifying Accounts (Details) - Deferred tax asset valuation allowance - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022
Movement in Valuation Allowances and Reserves
Balance at beginning of period	$ 9,200	$ 11,349	$ 38,415
Charged to costs and expenses	1,190	1,239	2,277
Charged to other accounts	0	0	0
Reductions	3,240	3,388	29,343
Balance at end of period	$ 7,150	$ 9,200	$ 11,349

PROPERTY & EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 29, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):


	December 29, 2024		December 31, 2023
Land and land improvements	$	24,100	$	19,000
Buildings and improvements	5,084		—
Furniture, fixtures, and equipment	177,443		155,871
Leasehold improvements	286,003		227,080
Transportation equipment	2,042		2,881
Construction-in-progress	12,348		16,808
	507,020		421,640
Less: accumulated depreciation	(148,045)		(125,847)
	$	358,975	$	295,793

EQUITY-BASED COMPENSATION - Schedule of Option Fair Value and Weighted Average Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022	Dec. 23, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share)			$ 17.19	$ 17.19
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock option (in dollars per share)	$ 6.43
Stock price (in dollars per share)	$ 11.94
Risk-free interest rate	4.58%
Expected life (years)	6 years 3 months 18 days
Annualized equity volatility	49.40%
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock option (in dollars per share)			$ 14.98
Risk-free interest rate			4.45%
Expected life (years)			1 year 6 months
Annualized equity volatility			34.40%
PSOs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock option (in dollars per share)	$ 0.12	$ 2.30	$ 7.93
Stock price (in dollars per share)	$ 12.17	$ 17.86	$ 22.19
Risk-free interest rate	5.10%	4.96%	3.37%
Expected life (years)	1 year 6 months	2 years 1 month 6 days	3 years 2 months 12 days
Annualized equity volatility	33.40%	37.70%	51.90%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

GOODWILL & INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 29, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Indefinite-Lived Intangibles, net

Intangibles, net consisted of the following (in thousands):


	As of December 29, 2024

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Indefinite-lived intangible assets:
Trade names	$	223,925	$	—	$	223,925
Intangibles subject to amortization:
Recipes	56,117		(30,019)		26,098


	$	280,042	$	(30,019)	$	250,023


	As of December 31, 2023

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Indefinite-lived intangible assets:
Trade names	$	223,925	$	—	$	223,925
Intangibles subject to amortization:
Recipes	56,117		(27,206)		28,911


	$	280,042	$	(27,206)	$	252,836

Schedule of Finite-Lived Intangibles, net

Intangibles, net consisted of the following (in thousands):


	As of December 29, 2024

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Indefinite-lived intangible assets:
Trade names	$	223,925	$	—	$	223,925
Intangibles subject to amortization:
Recipes	56,117		(30,019)		26,098


	$	280,042	$	(30,019)	$	250,023


	As of December 31, 2023

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Indefinite-lived intangible assets:
Trade names	$	223,925	$	—	$	223,925
Intangibles subject to amortization:
Recipes	56,117		(27,206)		28,911


	$	280,042	$	(27,206)	$	252,836

Schedule of Aggregate Amortization Expense

The estimated aggregate amortization expense related to intangible assets held at December 29, 2024 for the next five years and thereafter is as follows (in thousands):


	Estimated Amortization
2025	2,707
2026	2,707
2027	2,707
2028	2,707
2029	2,150
2030 and thereafter	13,120
	$	26,098

GOODWILL & INTANGIBLE ASSETS - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 29, 2024 USD ($) reporting_unit	Dec. 31, 2023 USD ($)	Dec. 25, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Number of reporting units \| reporting_unit	1
Amortization expense \| $	$ 2.8	$ 2.9	$ 2.9