{"url_path":"/sec/ptlo/8-k/2026-05-21/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1871509/0001871509-26-000037-index.html","accession_number":"0001871509-26-000037","cik":"0001871509","ticker":"PTLO","issuer_name":"Portillo's Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1871509/0001871509-26-000037-index.html","primary_entity_key":"0001871509","primary_entity_name":"Portillo's Inc."},"word_count":449,"has_tables":true,"body_markdown":"Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers\n\nAppointment of Interim Chief Financial Officer\n\nOn May 20, 2026, the Board of Directors of Portillo’s Inc. (the “Company”) appointed Pamela Smith to serve as Interim Chief Financial Officer, effective May 20, 2026. Ms. Smith will serve as the Company’s principal financial officer and principal accounting officer, replacing Michelle Hook in both roles in connection with Ms. Hook’s previously announced departure, and continuing until one or more successors is appointed for each respective role.\n\nMs. Smith, age 59, has served as Founder and CEO of a boutique advisory firm providing interim financial leadership and strategic planning support to public, private, and non-profit organizations in the manufacturing and service industries since 2017. Previously, she served as Senior Vice President, Corporate Financial Planning & Analysis for Estée Lauder Companies from 2014 until 2016 and prior to that role, she held the position of Senior Vice President/CFO, Financial Planning & Analysis at Redbox from 2013 through 2014.\n\nIn connection with Ms. Smith’s appointment, Ms. Smith and the Company entered into an independent contractor agreement, dated May 20, 2026 (the “Agreement”), pursuant to which Ms. Smith will serve as Interim Chief Financial Officer. The Agreement is effective May 20, 2026 and expires July 1, 2026 unless earlier terminated or extended in accordance with the Agreement. Pursuant to the Agreement, Ms. Smith will be compensated at a rate of $14,000 per week, subject to proration for partial weekly periods, and will be reimbursed for reasonable airfare, travel and accommodation expenses consistent with the Company’s travel policy. Ms. Smith will not be eligible to participate in any of the Company’s employee benefit plans or equity incentive compensation programs. Ms. Smith will be subject to customary confidentiality, indemnification and intellectual property assignment obligations. The foregoing summary does not purport to be a complete description and is qualified in its entirety by the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\nOther than the Agreement, there are no arrangements or understandings between Ms. Smith and any other persons pursuant to which she was appointed as Interim Chief Financial Officer, and no family relationships between Ms. Smith and any director or executive officer of the Company. Additionally, Ms. Smith has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.\n\nThe Board has initiated a process to identify a successor to Ms. Smith and has engaged a leading global executive search firm to assist in the search process."}