DEF 14A of Portillo's Inc., Apr 17, 2026

DEF 14A of Portillo's Inc.

Filed Apr 17, 2026 · FY20250001871509-26-000024

Open on EDGAR

  1. A Letter from our Chairman, Gene Lee

    A Letter from our Chairman, Gene Lee Dear Fellow Shareholders, On behalf of the Board of Directors, I want to thank you for your investment and belief in the Portillo’s story. We had a pivotal year in 2025, including key leadership changes and the announcement of a strategic reset of our growth and development approach. In 2026, we’ve continued this spirit of transformation as the Board named Brett Patterson as President and Chief Executive Officer in February and appointed me to assume the role of Chairman in March. I am thrilled to serve in this role and feel the foundation we’ve built thus far has aligned our teams and energized our vision for what lies ahead. Brett’s strategic, growth-oriented mindset and unwavering commitment to operational excellence will continue to drive our Company forward. Most importantly, he demonstrates people-first leadership and fosters the type of culture that will make Portillo’s successful as it enters this exciting phase of growth and development. We are very pleased to have him at the helm. I would also like to take this opportunity to thank Mike Miles, who joined the Board as Chairman in 2014, for his dedicated service to Portillo’s. Mike helped shepherd us through the IPO process and served as Interim CEO on two different occasions, most recently helping frame up the Company’s strategic reset. His dedication to Portillo’s over the past decade is commendable, and we wish him well in his retirement. I also want to recognize Josh Lutzker, who likewise will not stand for reelection at the upcoming Annual Meeting. He has been an engaged, committed Director since 2014, leveraging his broad range of business perspectives and financial acumen to support Portillo’s during his service. We thank Josh and wish him continued success. With a renewed foundation in place, we enter the next chapter with momentum and confidence. Our commitment to operational excellence, coupled with a more disciplined growth plan, positions the Company to capitalize on opportunities ahead and deliver long‑term value for our shareholders. I am honored to be a part of it and look forward to our exciting future.

  2. Kelly M. Kaiser

    | | Summary Compensation Table | 65 | | | Grants of Plan-Based Awards | 66 | | | Outstanding Equity Awards at Fiscal Year-End | 67 | | | Options Exercised and Stock Vested | 68 | | | Non-Qualified Deferred Compensation | 68 | | | Potential Payments Upon Termination | 68 | | | CEO Pay Ratio | 70 | | | Pay Versus Performance | 70 | | | Proposal 3 - Ratification of the Independent Registered Public Accounting Firm | 74 | | | Oversight of Independent Registered Public Accounting Firm | 74 | | | Fees Paid to Independent Registered Public Accounting Firm | 75 | | | Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 75 | | | Audit Committee Report | 76 | | | Other Matters | 77 | | | Securities Ownership of Certain Beneficial Owners and Management | 77 | | | Equity Compensation Plans Table | 78 | | | Certain Relationships and Related Party Transactions | 79 | | | Related Party Transaction Policy | 79 | | | Related Party Transactions | 79 | | | Shareholders’ Proposals | 83 | | | About the Meeting | 84 | | | 2025 Annual Report and SEC Filings | 87 | | | Appendix A - Reconciliation of Non-GAAP Financial Measures | 88 | | | Cautionary Note Regarding Forward-Looking Statements | 90 |

  3. Kelly M. Kaiser

    | Frequently Accessed Information | | | •Auditor Fees | 75 | | •Beneficial Ownership Table | 77 | | •CEO Pay Ratio | 70 | | •Committee Structure | 28 | | •Compensation Discussion & Analysis | 48 | | •Compensation Philosophy | 49 | | •Director Biographies | 18 | | •Director Compensation | 42 | | •Director Skills Matrix | 17 | | •Key Areas of Board Oversight | 34 | | •Pay Versus Performance | 70 | | •Share Ownership Guidelines | 63 | | •Summary Compensation Table | 65 |

  4. Portillo’s Director Nominees

    Portillo’s Director Nominees The skills and backgrounds of our Director Nominees align with our strategy, as summarized below. See “Information Regarding the Director Nominees” for more detail. (1)Includes tenure with Portillo’s OpCo (including prior to our IPO in October 2021).

  5. Portillo’s Director Nominees

    | A | Audit Committee | | Executive Leadership | | Restaurant Technology Expert | | Risk Management | | N | Nominating & Governance Committee | | Restaurant Industry Operations | | Human Capital Management | | Corporate Governance | | C | Compensation Committee | | Multi-Unit Retail Industry Operations | | Finance and Accounting | | Cybersecurity | | | Chair | | Consumer-Packaged Goods Experience | | Brand Management/Marketing | | | | | Member | | | | | | |

  6. Portillo’s Director Nominees

    | 2026 Proxy Statement | 11 |

  7. Portillo’s Director Nominees

    | Board Refreshment Our Board reflects a strong mix of Director tenures, with 3 independent Directors joining the Board since 2020. Eugene I. Lee, Jr. was most recently appointed in June 2025. Mr. Lee served as CEO at Darden Restaurants from 2015 to 2022 where, under his leadership, the business significantly grew revenues and profitability. Mr. Lee assumed the role of Chairman of the Darden Board from 2021 to 2023. Jack Hartung was appointed in January 2025 and spent 25 years in various leadership roles at Chipotle, including as Chief Financial and Administrative Officer, where he helped drive growth and financial performance during his tenure. | Skills of Director Nominees Executive Leadership Restaurant Industry Operations Multi-Unit Retail Industry Operations Consumer-Packaged Goods Experience Restaurant Technology Expert | Human Capital Management Finance and Accounting Brand Management/Marketing Risk Management Corporate Governance Cybersecurity | | Board Composition and Selection Process Our Board is committed to building a well-rounded membership with a broad range of skills, backgrounds and perspectives aligned with our strategic objectives and long-term priorities, as demonstrated by our Director Nominees. Our Board has significant industry and operational experience, as well as brand management and marketing experience, among other key skills. For a description of our Board's nomination and selection process, see pg. 22 of this proxy statement. | | |

  8. Director Nominee Overview

    Director Nominee Overview

  9. Compensation Philosophy

    | • | Base Salary | | • | Short-Term Incentives (Target) | | • | Long-Term Incentives (Target) |

  10. Elements of Executive Compensation

    | Component | Form of Payout | Performance Rewarded | Calculation | | Base Salary | Cash | Provide market competitive fixed compensation to attract and retain executive talent with a modest portion of total compensation delivered in base salary | Calculated based on individual contributions to business outcomes, scope and responsibilities, experience, role changes and market data | | Short-Term Incentive (“STI”) | Cash | Align executive pay with annual Company performance through pre-established financial and individual performance goals | Based on achievement of pre-established financial and performance goals, including: •75% - achievement of Company performance target (Adjusted EBITDA in 2025) •25% - achievement of individual performance objectives | | Long-Term Incentive (“LTI”) | Equity awards (including RSUs, PSUs, and options) with time- and/or performance-based vesting triggers | •Focus on sustained value creation •Incentivize achievement of longer-term Company objectives •Align executive and shareholder interests •Promote retention | Type and value of awards are determined based on the objectives set by the Compensation Committee and Board based on Company performance, individual contributions, market data, and long-term strategic objectives |

  11. Director Nominee Skills & Experience Matrix

    Director Nominee Skills & Experience Matrix

  12. Director Nominee Skills & Experience Matrix

    | | | | | | | | | | | | Executive Leadership | ● | ● | ● | ● | ● | ● | ● | | | Restaurant Industry Operations | ● | ● | | | ● | ● | ● | | | Multi-Unit Retail Industry Operations | ● | ● | ● | ● | | ● | ● | | | Consumer-Packaged Goods Experience | | | ● | ● | | ● | | | | Restaurant Technology Expert | | | | | ● | | | | | Human Capital Management | ● | ● | ● | | | ● | | | | Finance and Accounting | ● | ● | ● | | ● | ● | ● | | | Brand Management/Marketing | ● | ● | | | | ● | ● | | | Risk Management | ● | | ● | ● | | ● | ● | | | Corporate Governance | ● | | ● | ● | | ● | ● | | | Cybersecurity | | | ● | ● | ● | | |

  13. Definition of Skills

    Definition of Skills

  14. Definition of Skills

    | | Executive Leadership Supports Company priorities and objectives through strategic and operational insight | | Finance and Accounting Strengthens oversight of the Company’s financial reporting and internal controls | | | Restaurant Industry Operations Important for ensuring best practices, executing initiatives, and delivering an excellent guest experience | | Brand Management/Marketing Guides our journey to become a recognized and respected brand and employer of choice | | | Multi-Unit Retail Industry Operations Important as we continue to expand operations while maintaining high quality standards | | Risk Management A critical element in the operation and growth of any successful enterprise, to identify and mitigate risks | | | Consumer-Packaged Goods Experience Supports oversight of our operations and our strategic plan | | Corporate Governance Supports our efforts to implement and maintain best practices as we continue to mature as a public company | | | Restaurant Technology Expert Valuable to our plans to scale our business, leverage technology and improve our efficiency | | Cybersecurity Allows us to leverage technology while maintaining and improving security | | | Human Capital Management Provides effective oversight of and feedback on our efforts to recruit, retain and develop key talent | | |

  15. Definition of Skills

    | 2026 Proxy Statement | 17 |

  16. Information Regarding Our Directors and Director Nominees

    Information Regarding Our Directors and Director Nominees

  17. Our Board of Directors

    Our Board of Directors We have a balanced Board whose members individually possess the leadership and character commensurate with the role of Director, and which collectively possesses the mix of skills necessary to provide appropriate oversight of a company the size and complexity of Portillo’s. Their experience, qualifications and skills have led the Board to determine that each nominee brings unique value to the Company and should continue to serve on the Board. Biographical information of each of our Director Nominees is set forth below. The age of each Director is as of June 9, 2026, the date of the Annual Meeting.

  18. Our Board of Directors

    | Age: 65 Director Since: 2025 Committees: Compensation Public Company Boards: •Advance Auto Parts Inc. (NYSE: AAP) •Chairman | | | | | Eugene I. Lee, Jr. Chairman of the Board, Portillo’s, Inc. Favorite Menu Item: Italian Beef | | | | Key Qualifications | | | | Decades of extensive leadership experience across the restaurant industry, from emerging, high-growth concepts to established, high-volume chains | Recipient of the People Report Workplace Legacy Award in recognition of his commitment to balancing people and performance throughout his career in foodservice | | | Relevant Experience Eugene I. Lee, Jr. has served as a member of the Board of Directors of Portillo’s since June 2025 and as Chairman since March 2026. Mr. Lee served as CEO at Darden Restaurants from 2015 to 2022 and as Chairman of the Darden Board from 2021 to 2023. Under his leadership, Darden’s revenues grew by more than $2 billion and its market capitalization nearly tripled to $20 billion. He led the company through periods of significant change, including the challenges of the Covid-19 pandemic, with a steadfast focus on team members and guests. Mr. Lee originally joined Darden in 2007 through the acquisition of RARE Hospitality International, and went on to hold several senior roles, including President and Chief Operating Officer, and President of Darden’s Specialty Restaurant Group. Prior to Darden, Mr. Lee held various leadership positions at RARE, including President and COO. In addition to serving on Portillo’s Board of Directors, Mr. Lee also serves as Independent Board Chair for Advance Auto Parts. He earned a Master of Business Administration from Suffolk University. Mr. Lee was awarded the prestigious Gold Plate Award for industry excellence in 2018 by the International Foodservice Manufacturers Association. He previously received the People Report Workplace Legacy Award in recognition of his commitment to balancing people and performance throughout his career in foodservice. | | | | Skills | |

  19. Our Board of Directors

    | 18 | |

  20. Our Board of Directors

    | Age: 57 Director Since: 2026 Committees: None Public Company Boards: None | | | | | Brett Patterson President and Chief Executive Officer, Portillo’s Inc. Favorite Menu Item: Italian Beef & Sausage Combo | | | | Key Qualifications | | | | As CEO of Miller’s Alehouse, leveraged technology to elevate guest experience and operational performance; redefined real estate strategy to boost sales and improve returns | During his tenure as President of Outback Steakhouse, led a comprehensive brand transformation, improving operational efficiencies to strengthen overall strategic positioning | | | Relevant Experience Brett Patterson joined Portillo’s as President and Chief Executive Officer in February 2026. Mr. Patterson leads the Company’s overall strategy, with a focus on market positioning, new restaurant growth, and operational excellence, with continued investment in Team Members and the guest experience. With more than three decades of leadership experience across large, national brands, Mr. Patterson has a strong background in operations, team development, and driving sustainable growth. Throughout his career, he’s been recognized as a people-first leader with a proven ability to deliver strong returns. Prior to joining Portillo’s, Mr. Patterson served as CEO of Miller’s Ale House, a brand owned by Roark Capital from September 2024 to February 2026. He also previously served as Executive Vice President with Bloomin’ Brands and President of Outback Steakhouse from 2017 to 2024, and held previous leadership roles with Carrabba’s Italian Grill, Steak and Ale, Bahama Breeze, and Ruby Tuesday. Mr. Patterson holds a Bachelor of Science/Bachelor of Arts in Business Administration with a focus on Finance from the University of Florida. | | | | Skills | |

  21. Our Board of Directors

    | Age: 59 Director Since: 2021 Committees: Audit (Chair) Public Company Boards: •America’s Car-Mart, Inc.(NASDAQ: CRMT) •Chair of Audit and Compliance Committee •Member of Compensation and Human Capital Committee •ArcBest Corporation (NASDAQ: ARCB) •Member of Audit Committee | | | | | Ann Bordelon Vice President of Finance & Administration, STEM-focused university in Bentonville, AR Favorite Menu Item: Chocolate Cake | | | | Key Qualifications | | | | Leverages 25 years of Finance & Accounting experience with public and private companies to lead Audit Committee; former CFO of Sam’s Club | Responsible for overseeing cybersecurity and the Information Technology team at the University of Arkansas | | | Relevant Experience Ann Bordelon is the Vice President of Finance & Administration for a new STEM-focused university in Bentonville, AR. Until April 2026, she served as Executive Vice Chancellor for Finance & Administration at the University of Arkansas, beginning in 2020. Ms. Bordelon has nearly 13 years of experience in executive finance roles at Walmart, Inc., including as Chief Audit Executive and Chief Financial Officer of Sam’s Club. She began her career at Ernst & Young, and brings financial expertise and a strong background in multi-unit operations and management to the Board. She also serves on the board of America’s Car-Mart, Inc. (Nasdaq: CRMT), where she chairs the audit and compliance committee and is on the compensation and human capital committee, and serves on the board of ArcBest (Nasdaq: ARCB), where she serves on the audit committee. Ms. Bordelon is a certified public accountant. | | | | Skills | |

  22. Our Board of Directors

    | 2026 Proxy Statement | 19 |

  23. Our Board of Directors

    | Age: 62 Director Since: 2021 Committees: Audit, Nominating and Corporate Governance Public Company Boards: •Bark, Inc. (NYSE: BARK) •Member of Corporate Governance and Nominating Committee •Trupanion (Nasdaq: TRUP) •Chair of Nominating and Corporate Governance Committee Other Directorships: •United Way of Metro Chicago (not-for-profit board) •Mather (not-for-profit board) •Chair of Corporate Governance and Nominating Committee •Member of Executive / Compensation Committee •Smithbucklin (non-public board) •Audit Committee | | | | | Paulette Dodson Board Member Favorite Menu Item: Spicy Chicken Sandwich | | | | Key Qualifications | | | | Extensive experience partnering with directors and executives to identify, manage and mitigate evolving legal, business and compliance risks | Over 11 years as general counsel and advisor to public companies; broad-ranging knowledge of corporate governance matters | | | Relevant Experience Paulette Dodson is an experienced legal executive who has spent more than 30 years as a trusted advisor to CEOs and the boards of directors of Fortune 500 companies and large privately-held companies. She presently serves as an active member of three other Illinois-based organizations: United Way of Metro Chicago, Mather and Smithbucklin. From 2018 to 2022, Ms. Dodson served as General Counsel and Corporate Secretary for Alight, a leading cloud-based provider of integrated digital human capital and business solutions, and previously served as Senior Vice President, General Counsel and Corporate Secretary for PetSmart Inc., and as Senior Vice President, General Counsel and Corporate Secretary, among other roles, for Sara Lee Corporation. | | | | Skills | |

  24. Our Board of Directors

    | Age: 45 Director Since: 2017 Committees: Audit Public Company Boards: None Other Directorships: •Olo Inc. •Share Our Strength (not-for-profit board) •Culinary Institute of America | | | | | Noah Glass Founder & Chief Executive Officer, Olo Inc. Favorite Menu Item: Garden Dog | | | | Key Qualifications | | | | Expertise in - and pioneer of - restaurant technology; Olo technology powers over 850 brands to process over 3M orders per day | As Founder and CEO, took Olo Inc. from formation to IPO in less than 10 years | | | Relevant Experience Noah Glass is the Founder and Chief Executive Officer of Olo Inc., the restaurant technology company he founded in 2005. Olo provides a technology platform giving cloud-based e-commerce functionality to multi-location restaurant brands. In addition to his unique vantage point on the restaurant sector and the innovative technology behind it, Mr. Glass brings experience building and leading a profitable business through its public offering and a strong understanding of information technology and security. Mr. Glass is also on the board of Share Our Strength, a non-profit focused on ending childhood hunger and a member of the board of trustees of the Culinary Institute of America. | | | | Skills | |

  25. Our Board of Directors

    | 20 | |

  26. Our Board of Directors

    | Age: 68 Director Since: 2016 Committees: Compensation (Chair) Public Company Boards: •Dutch Bros Inc. (NASDAQ: BROS) •Chair of Compensation Committee Other Directorships: •James Madison University of Business (2005-present) •The Hart School (2006-present) •BarTrack (2022-present) •National Restaurant Association (Jan. 2024 - present) | | | | | Gerard J. Hart Chief Executive Officer, SPB Hospitality Favorite Menu Item: Jumbo Chili Dog with Fries | | | | Key Qualifications | | | | Demonstrated leadership and “followership” by galvanizing an employee population of 45,000 to help grow Texas Roadhouse from 60 to 450 locations | Substantial CEO experience successfully leading numerous, varied, national restaurant concepts, including international expansion | | | Relevant Experience Gerard J. “G.J.” Hart is the Chairman and Chief Executive Officer of SPB Hospitality, which has eight restaurant concepts in its portfolio. He has also served as Managing Director at EMERGING since June of 2025. Mr. Hart previously held the role of President and Chief Executive Officer of Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB), where he leveraged approximately 40 years in the restaurant industry to drive long-term shareholder value. Before joining Red Robin, Mr. Hart served as the Chief Executive Officer of Torchy’s Tacos, a high-growth, fast-casual restaurant chain, from 2018 to 2021, and served as the Chief Executive Officer of California Pizza Kitchen from 2011 to 2018. Prior to that, Mr. Hart served as the Chief Executive Officer of Texas Roadhouse, where he led the expansion of its operations from 60 to 450 locations, including two international markets. | | | | Skills | |

  27. Our Board of Directors

    | Age: 68 Director Since: 2025 Committees: Audit Public Company Boards: •Tesla, Inc. •Member of Audit Committee •The Honest Company, Inc. •Chair of Compensation Committee and Member of Audit Committee Other Directorships: •ZocDoc, Inc. | | | | | Jack Hartung Board Member Favorite Menu Item: Italian Beef with Hot Peppers | | | | Key Qualifications | | | | Highly regarded, skilled finance leader in the restaurant industry; named ‘CFO of the Year’ by Orange County Business Journal and ‘Best CFO’ in the restaurant category by Institutional Investor | 40 years of Finance & Accounting experience working with public and private companies; knowledgeable about and experienced with investor relations and shareholder communications | | | Relevant Experience Jack Hartung most recently served as President and Chief Strategy Officer through March 2025 of Chipotle Mexican Grill, Inc. Mr. Hartung joined Chipotle (NYSE: CMG) in 2002 and previously served as Chief Financial and Administrative Officer, where he was responsible for all finance and accounting functions as well as supply chain, strategy, and safety and asset protection. Under Mr. Hartung’s financial leadership for 25 years, Chipotle experienced significant growth, with over 4,000 restaurants today across the United States, Canada, the United Kingdom, France, Germany, Kuwait and Dubai. | | | | Skills | |

  28. Our Board of Directors

    | 2026 Proxy Statement | 21 |

  29. Our Board of Directors

    | Age: 64 Director Since: 2014 Committees: Compensation, Nominating and Corporate Governance Public Company Boards: •Western Union (NYSE: WU) •Chair of Compensation Committee •Member of Corporate Governance Committee | | | | | Michael A. Miles, Jr. Board Member Favorite Menu Item: Italian Beef with Hot Peppers and Cheddar | | | | Key Qualifications | | | | As Chief Operating Officer and President of a $25B global retailer and distributor for 10 years, restructured and streamlined operations to drive efficiency and profitability | Experience as Chief Operating Officer for Pizza Hut for 3 years and interim CEO at Portillo’s, providing valuable restaurant industry insights | | | Relevant Experience Michael A. Miles, Jr. is the former Chief Operating Officer and President of Staples, Inc., a $25 billion global office supplies retailer and distributor. He previously served as the interim CEO of Portillo’s from September 2025 to March 2026 and from 2014 to 2015. He also served as the Chief Operating Officer of Pizza Hut for YUM Brands. He began his career with Bain & Co. and PepsiCo. Mr. Miles brings experience with multi-unit operations, development and marketing to our Board. He also serves on the board of Western Union (NYSE: WU) where he sits on the governance and ESG committee and chairs the compensation committee. He is an Advisory Director with Berkshire Partners. | | | | Skills | |

  30. Our Board of Directors

    | Age: 51 Director Since: 2014 Committees: Nominating and Corporate Governance (Chair), Compensation Public Company Boards: None Other Directorships: •National Carwash Solutions •Fast Growing Trees •Boston Symphony Orchestra (not-for-profit board) | | | | | Joshua A. Lutzker Managing Director, Berkshire Partners LLC Favorite Menu Item: Italian Beef with Sweet and Hot Peppers | | | | Key Qualifications | | | | Decades of experience expanding brand presence and leveraging brand power to accelerate the growth of consumer-facing companies | Co-leads the Business & Consumer Services practice at Berkshire; accomplished director for several multi-unit retail operators | | | Relevant Experience Joshua A. Lutzker is a Managing Director at Berkshire Partners LLC. Mr. Lutzker co-leads the Business & Consumer Services practice at Berkshire and has served on the boards of Aritzia, Mielle Organics, and National Carwash Solutions, among others. Mr. Lutzker has extensive experience building brands and companies in the consumer space and service industries to help drive business performance and grow shareholder value. | | | | Skills | |

  31. Our Board of Directors

    | 22 | |

  32. Committee Structure

    | | | Compensation Committee | | | | Members: Gerard J. Hart (Chair), Eugene I. Lee, Jr., Michael A. Miles, Jr. and Joshua A. Lutzker Meetings held in 2025: 6 | | Qualifications and 2025 Highlights •Each of Messrs. Hart, Miles, Lee and Lutzker qualifies as an independent director for the purposes of serving on the Compensation Committee under applicable Nasdaq and SEC rules. •Neither Mr. Miles nor Mr. Lutzker qualifies as a “non-employee director” as defined under Rule 16b-3 promulgated under the Exchange Act and, therefore, until Mr. Lee’s appointment to the Compensation Committee in June 2025, the full Board approved all equity awards granted to directors and officers of the Company for so long as they were members of the Compensation Committee. Mr. Miles did not serve on the Compensation Committee during his service as Interim CEO. For additional information, see "Director Independence.” •In 2025, the Compensation Committee, among other accomplishments, benchmarked executive and director compensation, developed a deferred compensation approach for Directors, and supported Board and executive leadership transitions, including implementation of a short-term retention program to maintain organizational and executive leadership continuity during CEO transition. Purpose and Responsibilities The primary purpose of our Compensation Committee under the Committee’s charter is to assist the Board in overseeing our executive employee compensation structure policies and practices, including: •oversight of executive performance, compensation alignment, and key human capital strategies to support long-term shareholder value; •review, approve and recommend to the Board Executive Officer compensation arrangements, plans, policies and programs; •evaluate performance reviews; and •approve and recommend to the Board executive bonus plans or programs and equity-based compensation plans. | | | 2026 Priorities | | | | | •Refine Long-term Incentive Compensation Program •Strengthen Executive Development •Focused Executive Succession Planning | | |

  33. Director Compensation

    Director Compensation

  34. Independent Director Compensation Program

    Independent Director Compensation Program In consultation with Meridian Compensation Partners, the Compensation Committee’s independent compensation consultant, the Compensation Committee periodically reviews our Independent Director compensation program to ensure continued alignment with comparable companies and sound governance practices. The Committee last reviewed director compensation in 2025 and did not recommend that the Board approve any changes to the Independent Director compensation program. Under our independent Director compensation program, our Directors receive a cash retainer and an annual equity award as well as additional cash fees for service as Board Chair or Committee Chair. Directors may elect to receive any or all of their cash fees in equity rather than cash, if they prefer. Compensation paid to our Independent Directors for services in 2025 is further described below. Mr. Osanloo, our former President and CEO and former Director, received no separate compensation for his services as Director in 2025. Compensation information for Mr. Osanloo is included in the Executive Compensation section. Mr. Miles served as Interim President and CEO, and his compensation for 2025 is also shown in the Executive Compensation section.

  35. Annual Independent Director Compensation

    Annual Independent Director Compensation

  36. Annual Independent Director Compensation

    | • | Annual RSUs Retainer | | • | Annual Cash Retainer |

  37. Annual Independent Director Compensation

    | 2025 Additional Annual Cash Compensation | | | Board Chair Fee: | $95,000 | | Lead Director Fee: | 25,000 | | Audit Committee Chair Fee: | 25,000 | | Compensation Committee Chair Fee: | 20,000 | | Nominating and Corporate Governance Committee Chair Fee: | 15,000 |

  38. Independent Director Equity Compensation

    Independent Director Equity Compensation We grant an annual equity retainer in RSUs with a grant date fair value of $120,000, rounded down to the nearest whole share, to each Independent Director who is elected at the Annual Meeting of shareholders or is initially appointed as an Independent Director other than at the Annual Meeting. The award for a new Independent Director who is initially appointed other than at an Annual Meeting may be prorated. In 2025, each Independent Director was granted an annual equity award in the form of RSUs with a grant date fair market value of approximately $120,000 on April 15, 2025. The RSUs vested in full on December 31, 2025. The awards are subject to forfeiture if the Director’s service terminates for any other reason other than death or disability.

  39. Independent Director Equity Compensation

    | 42 | |

  40. 2025 Director Compensation

    2025 Director Compensation The following table sets forth information concerning the compensation of our independent Directors for the fiscal year ended December 28, 2025 (“Fiscal Year 2025”).

  41. 2025 Director Compensation

    | Name | Fees earned or paid in cash ($) | | Stock awards ($)(1)(2) | | Option awards ($) | | All other compensation ($) | | Total ($) | | Ann Bordelon | | 105,000 | | 120,000 | | — | | — | 225,000 | | Noah Glass | | 80,000 | | 120,000 | | — | | — | 200,000 | | Paulette Dodson | | 80,000 | | 120,000 | | — | | — | 200,000 | | Gerard J. Hart | | 100,000 | | 120,000 | | — | | — | 220,000 | | Joshua A. Lutzker | | — | | 215,000 | | — | | — | 215,000 | | Jack Hartung | | — | | 200,000 | | — | | — | 200,000 | | Eugene I. Lee, Jr(3) | | — | | 129,166 | | — | | — | 129,166 |

  42. 2025 Director Compensation

    (1)The amounts represent restricted stock units granted on April 15, 2025 at a stock price of $12.08, which vested in full on December 31, 2025 at a stock price of $4.54 per unit, the closing stock price on December 31, 2025. (2)The number of stock options and RSUs outstanding held by each independent Director (representing unexercised stock options and unvested RSUs) at December 28, 2025 is as follows: Ms. Bordelon has 59,644 unexercised stock options and 9,933 unvested RSUs, Mr. Glass has 59,644 unexercised stock options and 9,933 unvested RSUs, Ms. Dodson has 9,933 unvested RSUs, Mr. Hart has 59,642 unexercised stock options and 9,933 unvested RSUs, Mr. Lutzker has 17,798 unvested RSUs, Mr. Hartung has 16,556 unvested RSUs and Mr. Lee has 11,779 unvested RSUs. (3)Eugene I. Lee, Jr. joined the Board in June 2025; fees earned were prorated based on length of service and reflect Mr. Lee’s election to receive his cash fee in the form of equity.

  43. 2025 Director Compensation

    | 2026 Proxy Statement | 43 |

  44. Compensation Philosophy

    Compensation Philosophy The Company’s executive compensation philosophy is designed to drive sustained performance, align with long-term shareholder value creation, and support the retention of key leadership talent. Our Compensation Committee structures total compensation so that a significant majority of executive pay is variable and contingent upon the achievement of pre-established, objective performance goals. This approach reinforces a strong pay-for-performance orientation and aligns executive outcomes with Company performance over both the short and long term. We maintain a disciplined framework that balances market competitiveness, performance-based differentiation, and effective governance practices, consistent with shareholder expectations. Our executive compensation policies and practices include: •Pay-for-Performance Our compensation program is designed to ensure a strong correlation between pay and performance. A substantial portion of executive compensation is at risk and tied to quantifiable financial and strategic metrics, with payout opportunities aligned to the level of achievement against these goals. This structure supports clear line-of-sight between performance outcomes and realized compensation. •Alignment with Shareholder Interests Executive compensation is directly linked to Company performance, with incentive outcomes tied to financial results, strategic priorities, and individual contributions. Our long-term incentive program emphasizes multi-year vesting and sustained financial performance, reinforcing alignment with long-term shareholder value creation and discouraging short-term decision-making. •Independent Oversight and Governance The Compensation Committee, composed entirely of independent directors, oversees the design and administration of the executive compensation program. The Committee exercises independent judgment, supported by external advisors, to ensure that compensation outcomes are aligned with performance, competitive market practices, and shareholder interests. •Attracting, Retaining and Engaging Top Talent We provide competitive total compensation opportunities that are differentiated based on performance and criticality of role. Our programs are designed to attract and retain leaders capable of driving the Company’s growth and delivering consistent results. •Broad-Based Benefits Our executive benefits program is aligned with those offered to other management Team Members, including health, retirement, stock purchase, paid time off, life insurance, and disability benefits. This approach reinforces a consistent and equitable total rewards philosophy across the organization. •Risk Mitigation and Responsible Pay Practices: Our compensation programs are designed to discourage excessive risk- taking and promote long-term decision-making. Key features include: caps on incentive payouts, multi-year vesting requirements, clawback provisions as described under Clawback Policies, and balanced performance metrics. These elements support a prudent risk profile and are consistent with governance practices. •Stock Ownership, Anti-Pledging and Anti-Hedging Policies We maintain robust stock ownership guidelines applicable to Executive Officers and Board members to reinforce alignment with shareholders. The Company prohibits hedging, pledging, and holding Company securities in margin accounts, ensuring that leadership maintains meaningful and direct exposure to changes in stock price consistent with shareholder alignment best practices.

  45. Compensation Practices at a Glance

    | | Practices We Follow | | | Paying for Performance A substantial portion of our executive compensation is performance based, with both short- and long-term incentives tied to the achievement of pre-established financial and strategic objectives. | | | Aligning with Shareholder Interests Incentive compensation is directly linked to Company performance, reinforcing alignment between executive pay outcomes and long-term shareholder value creation. | | | Performance-Based Differentiation Compensation outcomes are differentiated based on performance, ensuring that top-performing executives receive meaningfully higher rewards. | | | Attracting, Retaining and Engaging Top Talent We offer competitive compensation packages that tie rewards directly to performance to attract, retain and engage high caliber leaders crucial to the Company’s growth and success. | | | Maintaining Robust Stock Ownership and Trading Policies Robust stock ownership guidelines for Executive Officers and Directors reinforce alignment with shareholders and long-term value creation. | | | Consistent and Broad-Based Benefits Executive benefits are aligned with those offered to other management Team Members, supporting a consistent and equitable total rewards philosophy. | | | Strong Governance and Risk Mitigation Compensation programs include safeguards such as caps on incentive payouts, multi-year vesting, clawback provisions, and balanced performance metrics to discourage excessive risk-taking. |

  46. Compensation Practices at a Glance

    | | Practices We Avoid | | | No Tax Gross-Ups for Bonuses and Incentives We do not provide any tax gross-ups for bonuses and incentives to our Executive Officers. | | | No Hedging of Company Stock Executive Officers and Directors are prohibited from pledging Company securities or holding shares in margin accounts. | | | No Pledging Company Securities We restrict our Executive Officers and Directors from pledging Company securities. | | | No Single-Trigger Change in Control Severance Payments We use a double-trigger Change in Control structure so Executive Officers are incentivized to support value-creating transactions without receiving benefits unless their role is genuinely impacted by the change. | | | No Excessive Perquisites We offer modest additional benefits to our Executive Officers, which are well within market norms and focused on what’s necessary to support the business. | | | No Incentive Structures that Encourage Excessive Risk Our programs are designed to avoid encouraging excessive or inappropriate risk-taking. |

  47. Elements of Compensation

    | Component | Form of Payout | Objective | Calculation | 2025 Actions / Results | | Base Salary | Cash | Provide market competitive fixed compensation to attract and retain executive talent with a modest portion of total compensation delivered in base salary | Calculated based on individual contributions to business outcomes, scope and responsibilities, experience, role changes and market data | During 2025, the base salaries of each of our NEOs were not increased, as discussed on page 55. | | Short-term Incentive (“STI”) | Cash | Align executive pay with annual Company performance through pre-established financial and individual performance goals | Based on achievement of pre-established financial and performance goals including: •75% - achievement of Company performance target (Adjusted EBITDA in 2025) •25% - achievement of individual performance objectives | Based on Company performance results, the 2025 STI payout was O%, demonstrating strong alignment between pay outcomes and performance, as discussed on page 55. | | Long-Term Incentive (“LTI”) | Equity awards (including RSUs, PSUs, and options) with time- and/or performance-based vesting triggers | •Focus on sustained value creation •Incentivize achievement of longer-term Company objectives •Align executive and shareholder interests •Promote retention | Type and value of awards are determined based on the objectives set by the Compensation Committee and Board based on Company performance, individual contributions, market data, and long-term strategic objectives | Awarded RSUs, PSUs and stock options to NEOs, as discussed on page 58. |

  48. 2025 Short-Term Incentive Program (STIP)

    2025 Short-Term Incentive Program (STIP)

  49. Linked to Strategic Objectives

    Linked to Strategic Objectives Consistent with prior years, the Compensation Committee established pre-defined annual incentive performance targets for the 2025 Annual Incentive Plan in the first quarter of 2025, including an Adjusted EBITDA target. Individual performance is assessed based on pre-established objectives aligned with the Company’s strategic priorities. The Compensation Committee reviews and approves the CEO’s performance objectives, while the CEO establishes performance objectives for the other Executive Officers, which are reviewed by the Compensation Committee as part of its oversight of the overall incentive program. The following table reflects the 2025 Short -Term Incentive Program NEO target award opportunities.

  50. 2025 STI Performance and Results

    2025 STI Performance and Results

  51. 2025 STI Performance and Results

    | 1 | Financial Metrics (75% of Overall Award) |

  52. 2025 STI Performance and Results

    Adjusted EBITDA Component (75%) Calculation: In Fiscal Year 2025, the Company performance metric had an Adjusted EBITDA target of $113.2 million at a 100% payout. The Company achieved below target on the financial portion of this award, resulting in a payout of 0.0%.

  53. 2025 STI Performance and Results

    | Relative Weighting | STI Performance Metric | | Threshold (50%) | Target (100%) | Maximum (200%) | Outcome (Payout %) | | | Adjusted EBITDA | | | | | $97,331 (0.0%) |

  54. 2025 STI Performance and Results

    | 2 | Individual Performance (25% of Overall Award) |

  55. 2025 STI Performance and Results

    Individual performance payouts were calculated based on the individual NEO’s performance. Despite disciplined cost management, talent development, and process optimization, the Company missed key financial targets and new restaurant openings, highlighting the need for sharper execution and stronger traffic-driving strategies to achieve our full potential. In making its assessment, the Compensation Committee determined that no individual performance incentive awards were earned by the NEOs.

  56. 2025 STI Performance and Results

    | 3 | Overall 2025 STI Results |

  57. 2025 STI Performance and Results

    The chart below sets out each NEO’s short-term non-equity incentive target, their 2025 target and actual bonuses. Consistent with our pay-for-performance philosophy, no short-term incentive awards were earned by executive officers for the year due to performance results below established threshold levels.

  58. 2025 STI Performance and Results

    | NEO | Target % | | 2025 Target | Adj. EBITDA % | Adj. EBITDA ($) | Ind. Perform. % | Ind. Perform. ($) | 2025 Actual ($) | | Mr. Osanloo(1) | | 130% | $1,216,800 | —% | $— | —% | $— | $0 | | Mr. Miles | | N/A | — | —% | — | —% | — | 0 | | Ms. Hook | | 75% | 351,689 | —% | — | —% | — | 0 | | Mr. Darden | | 75% | 348,750 | —% | — | —% | — | 0 | | Ms. Waite | | 60% | 252,191 | —% | — | —% | — | 0 | | Ms. Kaiser | | 60% | 228,000 | —% | — | —% | — | 0 |

  59. 2025 STI Performance and Results

    (1)Mr. Osanloo ceased to be an Executive Officer of the Company as of September 21, 2025.

  60. 2025 STI Performance and Results

    | 4 | Executive Retention Plan |

  61. Plan Design and Award Structure

    Plan Design and Award Structure The Retention Plan was designed to balance the objectives of retention, performance, and shareholder alignment. One-time awards are meant to be used sparingly and strategically; the Committee selected the following one-time award structure, a mix of cash and equity awards, based on guidance from its independent advisor and a review of current market practice. •Cash Component (50% of base salary): Payable in two installments, in March and October 2026 •Equity Component (50% of base salary): Granted as Restricted Stock Units (“RSUs”), cliff vesting 12 months after grant The awards are subject to the participant’s continued employment and the terms of the Company’s Senior Executive Severance Plan and Incentive-Based Compensation Recovery Policy. The Compensation Committee recognizes that retention awards are subject to heightened scrutiny and, accordingly, approved this program as a limited, one-time action to address the unique circumstances of a CEO transition. In evaluating the Retention Plan, the Committee carefully considered the need to maintain leadership continuity and minimize execution risk during this period, while preserving the Company’s pay-for-performance philosophy. The structure of the awards, including continued service requirements and partial delivery in equity, was designed to promote retention over a defined period without creating ongoing compensation obligations or replacing performance-based incentives. The Committee believes the cost of the Retention Plan is justified by the importance of maintaining leadership continuity and minimizing the risk of business disruption during the CEO transition.

  62. Long-Term Equity Incentive

    Long-Term Equity Incentive Consistent with the Company’s pay-for-performance philosophy, the performance-based equity awards granted in connection with the 2021 IPO did not achieve established targets and were forfeited in October 2025. In Fiscal Year 2025, the Company continued its long-term incentive program for NEOs other than the CEO that includes grants of both Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) to align executive compensation with long-term shareholder value creation. This equity-based program reflects the Compensation Committee’s commitment to a pay-for-performance philosophy and the attraction and retention of key leadership talent. RSUs vest over time to support retention and reinforce long-term commitment, while PSUs are earned based on the achievement of clearly defined performance goals tied to the Company’s strategic priorities, such as Revenue and Adjusted EBITDA growth. This program aligns executives’ interests with those of our shareholders and promotes a culture of sustained high performance and accountability.

  63. 3-Year Performance-Based Awards (50%)

    | 3-Year Cumulative Total Revenue Growth Performance Growth Metric (weight: 50%) | | 3-Year Cumulative Adjusted EBITDA Growth Performance Growth Goal (weight: 50%) | | Total Potential Payout | | 3-Year Cumulative Revenue Dollars | Shares Earned as % of Target PSUs | 3-Year Cumulative Adjusted EBITDA Growth | Shares Earned as % of Target PSUs | Shares Earned as % of Target PSUs | | Below $245M | —% | Below $25.0M | —% | —% | | $245M | 50% | $25.0M | 50% | 50% | | $345M | 100% | $45.0M | 100% | 100% | | $395M or more | 200% | $60.0M or more | 200% | 200% |

  64. 3-Year Performance-Based Awards (50%)

    (1)If the cumulative revenue growth dollars and/or the cumulative adjusted EBITDA growth dollars fall between two stated performance levels in the performance goal table, the payout percentage will be determined using linear interpolation. Vesting and payout of each PSU is subject to the Executive Officer’s continued employment through the vesting date (except in the event of termination of employment due to death or disability), and each PSU may be paid out on an accelerated basis in the event of a change in control transaction.

  65. 3- and 4-Year Time-Based Awards (50%)

    3- and 4-Year Time-Based Awards (50%) The remaining 50% of the overall 2025 long-term equity-based awards were issued as Non-Qualified Stock Options (“NQSOs”) to the former Chief Executive Officer and RSUs to all other NEOs. The NQSOs vest on the fourth anniversary of the award and are exercisable within a 10-year period from the date of grant, subject to the executive’s continued employment. RSUs vest ratably on each of the first three anniversaries of the date of grant, subject to the executive’s continued employment, and will settle in shares of common stock on a one-for-one basis. This balanced mix of equity vehicles is designed to drive sustained performance, incentivize the CEO to deliver long-term results, and retain top leadership during a critical phase of growth. The table below reflects the target-level values of the 2025 long-term equity-based awards.

  66. 3- and 4-Year Time-Based Awards (50%)

    | NEO | Performance Stock Unit (PSU) Target Grant Value $ 50% (3-year performance achievement) | | Restricted Stock Unit (RSU) Target Grant Value $ 50% | | Total Target Grant Value $ | | | Ms. Hook | | 500,000 | | 500,000 | | 1,000,000 | | Mr. Darden | | 312,500 | | 312,500 | | 625,000 | | Ms. Waite | | 225,000 | | 225,000 | | 450,000 | | Ms. Kaiser | | 225,000 | | 225,000 | | 450,000 |

  67. Former CEO Equity

    Former CEO Equity In connection with the Company’s long-term incentive program in 2025, the former Chief Executive Officer was granted an equity award consisting of 50% NQSOs and 50% PSUs. The NQSOs are subject to a four-year cliff vesting schedule, reinforcing long-term value creation. This balanced mix of equity vehicles is designed to drive sustained performance, incentivize the CEO to deliver long-term results, and retain top leadership during a critical phase of growth. The Compensation Committee believes this structure provides a strong link between pay and performance, while promoting accountability and shareholder value creation. The table below reflects the former CEO’s 2025 long-term equity-based award target-level values approved by the Compensation Committee. These awards were forfeited in their entirety due to termination.

  68. Former CEO Equity

    | NEO | Performance Stock Unit (PSU) Target Grant Value $ 50% (3-year performance achievement) | Options Target Grant Value $ 50% (4-year cliff vest)(1) | Target $ | | Mr. Osanloo(2) | $2,000,000 | $2,000,000 | $4,000,000 |

  69. Timing of Equity Grants

    Timing of Equity Grants All equity grants made to Executive Officers must be approved by the Compensation Committee. The Company does not time nor does it plan to time the release of material, non-public information for the purpose of affecting the value of employee or Board compensation. During Fiscal Year 2025, the Company did not grant stock options (or similar awards) to any NEO during any period beginning four (4) business days before and ending one (1) day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.

  70. Timing of Equity Grants

    | 2026 Proxy Statement | 59 |

  71. Peer Group

    Peer Group Our 2024 peer group included BJ's Restaurants, Inc., Cava Group, Inc., Chuy’s Holdings, Inc., Cracker Barrel Old Country Store, Inc., Dave & Buster's Entertainment, Inc., Denny’s Corporation, Dine Brands Global, Inc., Dutch Bros Inc., El Pollo Loco Holdings, Inc., First Watch Restaurant Group, Inc., Jack in the Box Inc., Krispy Kreme, Inc., Papa John's International, Inc., Potbelly Corporation, Shake Shack Inc., Sweetgreen, Inc., The Cheesecake Factory Incorporated, The Wendy’s Company, and Wingstop Inc., each of which were recommended by the Company’s independent compensation consultant as relevant business comparators reflecting a cross section of quick service, fast casual and casual dining restaurants that are reflective of the marketplace for executive talent for Portillo’s. During the peer group selection process, the Compensation Committee considered each proposed peer’s industry, business profile and relative size. The Compensation Committee assessed the Company's standing relative to the peer group based on earnings, revenue, and market capitalization. The peer group for Fiscal Year 2025 was comprised of the following companies: •BJ’s Restaurants, Inc. •Cava Group, Inc. •Dave & Buster’s Entertainment, Inc. •Denny’s Corporation •Dine Brands Global, Inc. •Dutch Bros Inc. •El Pollo Loco Holdings, Inc. •First Watch Restaurant Group, Inc. •Jack in the Box, Inc. •Krispy Kreme •Kura Sushi USA Inc. •Papa John’s International, Inc. •Potbelly Corporation •Shake Shack Inc. •Sweetgreen, Inc. •The Wendy’s Company •Wingstop Inc.

  72. Peer Group

    | 60 | |

  73. Executive Employment Arrangements

    Executive Employment Arrangements The Company does not routinely enter into employment agreements with its Executive Officers; however, the Company has certain legacy agreements from our pre-IPO period with Mr. Osanloo. The following is a summary of the material terms of the employment arrangements that we have with Mr. Miles, Mr. Patterson, Ms. Hook, Mr. Darden, Ms. Waite, Ms. Kaiser, and Mr. Osanloo. Mr. Patterson commenced employment with the Company on February 23, 2026 at a base salary of $800,000. Additional details regarding Mr. Patterson’s full compensation structure are set forth below. Michael A. Miles, Jr. The Company entered into a letter agreement on October 6, 2025, which provided for an initial term of three months (the “Initial Term”), during which time Mr. Miles was paid a base salary at an annualized rate of $60,000, and was granted a restricted stock unit (“RSU”) award with a grant date fair value of $1,200,000 (the “Initial Term RSUs”), which will fully vest on the one-year anniversary of the grant date. For his service as Interim CEO following the conclusion of the Initial Term, Mr. Miles was paid a base salary at an annualized rate of $60,000 and was granted an RSU award with a grant date fair value of $400,000 each month, which will fully vest on the one-year anniversary of the applicable grant date. In connection with Mr. Miles’ letter agreement, dated October 6, 2025, in the event that Mr. Miles’ service as Interim CEO and a member of the Board terminates: (i) prior to the conclusion of the Initial Term, the Initial Term RSUs will vest on a prorated basis, and (ii) following the conclusion of the Initial Term, his outstanding RSUs will fully vest. Because Mr. Miles concluded his service as Interim CEO and continued to serve on the Board as a Director, the RSUs in connection with his service as Interim CEO will continue to vest until their vesting date; however, the RSUs granted in connection with his service as a Director will vest on a pro-rated basis at the conclusion of his service on the Board following the 2026 Annual Meeting. The Compensation Committee reviewed market practice in setting the former Interim CEO’s compensation.

  74. Kelly Kaiser

    Kelly Kaiser The Company entered into an offer letter with Ms. Kaiser (the “Kaiser Offer Letter”) on July 10, 2023, which provides for at-will employment. The Kaiser Offer Letter originally provided for a base salary of $375,000, as well as annual incentive cash compensation with an annual target equal to 50% of base salary, which was pro-rated for Fiscal Year 2023. The Kaiser Offer Letter further provides that Ms. Kaiser is eligible to participate in the Company’s incentive equity plan and received a stock option grant valued at $120,000 and restricted stock units valued at $80,000.

  75. Michael Osanloo

    Michael Osanloo The Company entered into an employment agreement with Michael Osanloo (the “Osanloo Employment Agreement”) on August 3, 2018. The Osanloo Employment Agreement provided for a 3-year initial term and renewed annually. The Osanloo Employment Agreement originally provided for a base salary of $750,000 and annual incentive cash compensation with an annual target equal to 100% of base salary, up to a maximum of 150% (subsequently increased to 200%) of base salary, a signing bonus of $200,000 which was paid within 30 days of Mr. Osanloo’s start date and an award of 15,000,000 options granted under the 2014 Plan, split equally between options that are subject solely to time-vesting, and options that are subject to time-vesting and performance-vesting (which was later adjusted based on the Company’s pre-IPO reverse stock split). Mr. Osanloo was also provided the opportunity to invest up to $1,500,000 for the purchase of LLC Units of the Company, at the then fair market value. In connection with Mr. Osanloo's Separation Agreement and Release Agreement, dated September 29, 2025 (the "Separation Agreement"), Mr. Osanloo was entitled to receive the following payments and benefits consistent with the Company's Senior Executive Severance Plan: (i) 18 months of base salary continuation equal to approximately $1.5 million in cash; (ii) a prorated bonus for 2025, based on actual performance which paid out at zero; (iii) continued medical, dental and vision coverage at active employee rates for up to 18 months; and (iv) outplacement services for up to 12 months, with a value not to exceed $25,000. In addition, Mr. Osanloo's outstanding stock option awards granted to him on October 1, 2018 will remain exercisable until the 10th anniversary of the grant date. Mr. Osanloo's receipt of such payments and benefits is subject to his continued compliance with the restrictive covenants set forth in the Company's Senior Executive Severance Plan, any other pre-existing restrictive covenants in effect as of the date of the Separation Agreement, a two-year non-competition covenant set forth in the Separation Agreement, and his performance of such knowledge transfer and strategic consulting services as the Company may have reasonably requested from time to time during a consulting period commencing on the Transition Date and ending on December 20, 2025.

  76. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information regarding the total compensation awarded to, earned by or paid to our Named Executive Officers:

  77. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | | Stock awards ($)(1) | | Option awards ($)(2) | | Nonequity incentive plan compensation ($)(3) | | All other compensation ($)(7) | | Total ($) | | | Michael Osanloo Former President and Chief Executive Officer(6) | 2025 | | 684,000 | | 2,000,000 | | 4,352,034 | | — | | 290,876 | | 7,326,910 | | | 2024 | | 929,752 | | 2,000,000 | | 2,000,000 | | 857,844 | | 83,811 | | 5,871,407 | | | 2023 | | 898,636 | | — | | — | | 1,090,350 | | 58,194 | | 2,047,180 | | Michael A. Miles, Jr. Interim President and Chief Executive Officer | 2025 | | 16,319 | | 1,320,000 | | — | | — | | 131,370 | | 1,467,689 | | Michelle Hook, Chief Financial Officer and Treasurer | 2025 | | 468,918 | | 1,234,459 | | — | | — | | 48,424 | | 1,751,801 | | | 2024 | | 466,547 | | 1,000,000 | | — | | 247,940 | | 47,146 | | 1,761,633 | | | 2023 | | 452,729 | | — | | — | | 437,732 | | 49,786 | | 940,247 | | Tony Darden, Chief Operating Officer(4) | 2025 | | 465,000 | | 857,500 | | — | | — | | 21,594 | | 1,344,094 | | Jill Waite, Chief People Officer | 2025 | | 420,319 | | 660,160 | | — | | — | | 47,402 | | 1,127,881 | | | 2024 | | 417,513 | | 450,000 | | — | | 177,795 | | 91,631 | | 1,136,939 | | | 2023 | | 401,906 | | — | | — | | 259,062 | | 54,374 | | 715,342 | | Kelly Kaiser, General Counsel and Secretary(5) | 2025 | | 380,000 | | 640,000 | | — | | — | | 7,614 | | 1,027,614 | | | 2024 | | 379,123 | | 450,000 | | — | | 160,740 | | 4,736 | | 994,599 |

  78. Summary Compensation Table

    (1)Amounts under “Stock Awards” represent the grant date fair value under FASB Topic 718 of the 2025 grants of (i) annual grant of performance share units (PSUs), based on the probable achievement as of the date of grant, (ii) annual grant of restricted stock units (RSUs) and (iii) retention restricted stock units granted on October 31, 2025, which will vest in full on October 31, 2026. Amounts related to Michael A. Miles, Jr.’s service as Interim President and Chief Executive Officer as well as $120,000 related to his compensation as an independent Director. See descriptions under “Long-Term Equity Incentive” in the CD&A. See Note 13 to our audited consolidated financial statements for the year ended December 28, 2025, which are included in our Annual Report on Form 10-K filed with the SEC on February 24, 2026 for descriptions of the methodologies and assumptions we use to value stock awards and the manner in which we recognize the related expense pursuant to FASB ASC Topic 718. The fair values were computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. (2)Amounts under “Option Awards” represent the grant date fair value under FASB Topic 718 of the 2025 grant of non--qualified stock options (NQSOs). See Note 13 to our audited consolidated financial statements for the year ended December 28, 2025 for descriptions of the methodologies and assumptions we use to value NQSO awards and the manner in which we recognize the related expense pursuant to FASB ASC Topic 718. For Mr. Osanloo, the 2025 amounts reported reflect incremental fair value of the option awards that were modified and remain outstanding in connection with Mr. Osanloo’s departure from the Company. The fair values were computed in accordance with ASC Topic 718, excluding the effect of forfeitures. (3)Represents performance-based amounts earned in Fiscal Year 2024 and Fiscal Year 2023 described under “2025 Short-term Incentives” in the CD&A. (4)Mr. Darden was not an NEO in 2024 or 2023. (5)Ms. Kaiser was not an NEO in 2023. (6)Mr. Osanloo ceased to be an Executive Officer of the Company as of September 21, 2025. (7)Payments to our NEOs included in the “All other compensation” column include the following:

  79. Summary Compensation Table

    | Name | Year | Severance ($) | Director’s Fees paid in cash ($)(1) | Cellphone stipend ($) | Employee Share Purchase Plan ($) | Health Insurance ($) | Personal Financial Management ($) | 401(k) match ($) | Total ($) | | Michael Osanloo | 2025 | $252,000 | $— | $540 | $2,860 | $22,106 | $10,500 | $2,870 | $290,876 | | Michael A. Miles, Jr. | 2025 | — | 131,250 | 120 | — | — | — | — | 131,370 | | Michelle Hook | 2025 | — | — | 720 | 2,803 | 30,901 | 14,000 | — | 48,424 | | Tony Darden | 2025 | — | — | 720 | — | 20,874 | — | — | 21,594 | | Jill Waite | 2025 | — | — | 720 | 1,329 | 30,353 | 14,000 | 1,000 | 47,402 | | Kelly Kaiser | 2025 | — | — | 720 | 2,972 | 1,422 | — | 2,500 | 7,614 |

  80. Summary Compensation Table

    (1)Amount reflects the cash fees Mr. Miles received for his service as a Director, from January 1, 2025 through September 20, 2025, prior to the period in which Mr. Miles served as Interim CEO.

  81. Summary Compensation Table

    | 2026 Proxy Statement | 65 |

  82. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  83. Grants of Plan-Based Awards

    | | | | Potential Future Payouts under Non-Equity Incentive Plan Awards | | | Potential Future Payouts under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#s)(3) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value and Option Awards ($)(4) | | NEO | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael Osanloo(5) | STI | | $608,400 | $1,216,800 | $2,433,600 | | | | | | | | | | NQSO | 4/15/2025 | | | | | | | | 307,692 | $12.08 | $2,000,000 | | | PSU | 4/15/2025 | | | | | 165,563 | 331,126 | | | | 2,000,000 | | Michael A. Miles, Jr. | STI | | — | — | — | | | | | | | | | | RSU | 4/15/2025 | | | | | | | 9,933 | | | 120,000 | | | RSU | 10/15/2025 | | | | | | | 199,005 | | | 1,200,000 | | Michelle Hook | STI | | 175,844 | 351,689 | 703,377 | | | | | | | | | | RSU | 4/15/2025 | | | | | | | 41,391 | | | 500,000 | | | PSU | 4/15/2025 | | | | — | 41,391 | 82,782 | | | | 500,000 | | | RSU | 10/31/2025 | | | | | | | 43,824 | | | 234,458 | | Tony Darden | STI | | 174,375 | 348,750 | 697,500 | | | | | | | | | | RSU | 4/15/2025 | | | | | | | 25,869 | | | 312,500 | | | PSU | 4/15/2025 | | | | — | 25,869 | 51,738 | | | | 312,500 | | | RSU | 10/31/2025 | | | | | | | 43,457 | | | 232,500 | | Jill Waite | STI | | 126,096 | 252,191 | 504,383 | | | | | | | | | | RSU | 4/15/2025 | | | | | | | 18,626 | | | 225,000 | | | PSU | 4/15/2025 | | | | — | 18,626 | 37,252 | | | | 225,000 | | | RSU | 10/31/2025 | | | | | | | 39,282 | | | 210,160 | | Kelly Kaiser | STI | | 114,000 | 228,000 | 456,000 | | | | | | | | | | RSU | 4/15/2025 | | | | | | | 18,626 | | | 225,000 | | | PSU | 4/15/2025 | | | | — | 18,626 | 37,252 | | | | 225,000 | | | RSU | 10/31/2025 | | | | | | | 35,514 | | | 190,000 |

  84. Grants of Plan-Based Awards

    (1)Represents PSUs granted under the 2021 Plan. (2)Represents RSUs granted under the 2021 Plan. For Mr. Miles, the awards on April 15, 2025 relate to his compensation as an independent Director. (3)Represents NQSOs granted under the 2021 Plan. (4)Amounts represent the grant date fair value determined in accordance with ASC Topic 718. For restricted and performance stock units, the grant date fair value is based on the closing market price of our Class A Common Stock on the grant date. For option awards, the grant date fair value is based on a Black-Scholes option-pricing model. See Note 13 to our audited consolidated financial statements for the year ended December 28, 2025, which are included in our Annual Report on Form 10-K filed with the SEC on February 24, 2026 for descriptions of the methodologies and assumptions we use to value stock awards and the manner in which we recognize the related expense pursuant to FASB ASC Topic 718.

  85. Grants of Plan-Based Awards

    | 66 | |

  86. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards held by our NEOs as of December 28, 2025:

  87. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options(#) Unexercisable | Equity Incentive Plan Awards: Number of securities underlying unexercised unearned options(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Michael Osanloo(5) | 10/1/2018 | 2,027,910 | — | — | $5.11 | 10/1/2028 | — | $— | — | $— | | Michael A. Miles, Jr. | 3/15/2017 | 553,555 | — | — | 5.03 | 3/15/2027 | — | — | — | — | | | 10/15/2025 | — | — | — | — | — | 199,005 | 937,314 | — | — | | Michelle Hook | 3/2/2021 | 121,674 | — | — | 5.77 | 3/2/2031 | — | — | — | — | | | 10/21/2021 | — | — | 87,950 | 20.00 | 10/21/2031 | — | — | — | — | | | 5/2/2024 | — | — | — | — | — | 27,918 | 131,494 | 41,876 | 197,236 | | | 4/15/2025 | — | — | — | — | — | 41,391 | 194,952 | 41,391 | 194,952 | | | 10/31/2025 | — | — | — | — | — | 43,824 | 206,411 | — | — | | Tony Darden | 12/23/2024 | — | — | — | — | — | 19,698 | 92,778 | 12,500 | 58,875 | | | 4/15/2025 | — | — | — | — | — | 25,869 | 121,843 | 25,869 | 121,843 | | | 10/31/2025 | — | — | — | — | — | 43,457 | 204,682 | — | — | | Jill Waite | 8/7/2019 | 178,456 | — | — | 4.30 | 8/7/2029 | — | — | — | — | | | 10/21/2021 | — | — | 30,870 | 20.00 | 10/21/2031 | — | — | — | — | | | 5/2/2024 | — | — | — | — | — | 12,563 | 59,172 | 18,844 | 88,755 | | | 4/15/2025 | — | — | — | — | — | 18,626 | 87,728 | 18,626 | 87,728 | | | 10/31/2025 | — | — | — | — | — | 39,282 | 185,018 | — | — | | Kelly Kaiser | 9/5/2023 | — | — | 17,391 | 17.86 | 9/5/2033 | 1,493 | 7,032 | — | — | | | 5/2/2024 | — | — | — | — | — | 12,563 | 59,172 | 18,844 | 88,755 | | | 4/15/2025 | — | — | — | — | — | 18,626 | 87,728 | 18,626 | 87,728 | | | 10/31/2025 | — | — | — | — | — | 35,514 | 167,271 | — | — |

  88. Outstanding Equity Awards at Fiscal Year-End

    (1)Represents unvested outstanding performance-based stock options awarded in connection with the IPO, subject to stock performance conditions as of Fiscal Year 2025. See “Long Term Executive Incentive” in the CD&A. (2)Represents unvested RSUs. See description under “At-Risk Pay” in the CD&A. (3)Value calculated based on $4.71, the closing stock price on December 26, 2025, the last trading day of Fiscal Year 2025. (4)Represents unvested PSUs. See description under “Long-Term Equity Incentive” in the CD&A. (5)Reflects option awards that remain outstanding in connection with Mr. Osanloo’s separation.

  89. Outstanding Equity Awards at Fiscal Year-End

    | 2026 Proxy Statement | 67 |

  90. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table sets forth information with respect to the exercise of stock options by our NEOs during fiscal 2025 and the vesting of the RSUs held by the NEOs during fiscal 2025.

  91. Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael Osanloo(1) | — | — | — | $— | | Michael A. Miles, Jr.(2) | — | — | 24,706 | 232,236 | | Michelle Hook | — | — | 13,958 | 145,861 | | Tony Darden | — | — | 15,529 | 72,055 | | Jill Waite | — | — | 6,281 | 65,636 | | Kelly Kaiser | — | — | 7,774 | 75,819 |

  92. Options Exercised and Stock Vested

    (1)Mr. Osanloo ceased to be an Executive Officer of the Company as of September 21, 2025. (2)Represents number of shares acquired on vesting of RSUs as of December 31, 2024 related to compensation as an independent director.

  93. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table sets forth our non-qualified deferred compensation as of December 28, 2025.

  94. Non-Qualified Deferred Compensation

    | Name | Named Executive Officer Contributions in Fiscal 2025 ($)(1) | Registrant Contributions in Fiscal 2025 ($) | Aggregate Earnings in Fiscal 2025 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 28, 2025 ($) | | Michael Osanloo | $— | $— | $— | $— | $— | | Michael A. Miles Jr. | — | — | — | — | — | | Michelle Hook | — | — | — | — | — | | Tony Darden | — | — | — | — | — | | Jill Waite | — | — | — | — | — | | Kelly Kaiser | 67,956 | — | 9,426 | — | 77,382 |

  95. Non-Qualified Deferred Compensation

    (1)These amounts are reported in the 2025 Summary Compensation Table in Ms. Kaiser’s salary for 2025.

  96. Potential Payments Upon Termination

    Potential Payments Upon Termination

  97. Quantification of Payments Upon Termination

    Quantification of Payments Upon Termination The following table presents the amount of compensation payable to each of our NEOs as if the triggering termination event had occurred on the last day of our most recently completed fiscal year, December 28, 2025, except for Mr. Osanloo, whose compensation paid in connection with his termination is described in "Executive Employment Arrangements" above. The actual amounts that would be paid to any NEO can only be determined at the time of an actual termination of employment and may vary from those listed below. The table does not include amounts that we would need to pay regardless of the occurrence of the indicated triggering event, such as accumulated balances in retirement plans.

  98. Quantification of Payments Upon Termination

    | Name | Termination Without Cause or by Executive for Good Reason ($) | Change in Control (Double Trigger)(1) ($) | Death or Disability ($) | | Michael A. Miles, Jr. | | | | | Severance | $— | $— | $— | | Short-term incentive(2) | — | — | — | | Equity Awards(3) | 937,314 | — | — | | Health Benefits | — | — | — | | Other Benefits(4) | — | — | — | | Michelle Hook | | | | | Severance | 468,918 | 1,641,212 | — | | Short-term incentive(2) | — | — | — | | Equity Awards(3) | 946,544 | 1,339,289 | 1,143,572 | | Health Benefits | 31,409 | 31,409 | — | | Other Benefits(4) | — | 25,000 | — | | Tony Darden | | | | | Severance | 465,000 | 1,627,500 | — | | Short-term incentive(2) | — | — | — | | Equity Awards(3) | 397,916 | 600,257 | 499,162 | | Health Benefits | 28,624 | 28,624 | — | | Other Benefits(4) | — | 25,000 | — | | Jill Waite | | | | | Severance | 420,319 | 1,345,021 | — | | Short-term incentive(2) | — | — | — | | Equity Awards(3) | 477,068 | 653,803 | 565,731 | | Health Benefits | 31,409 | 31,409 | — | | Other Benefits(4) | — | 25,000 | — | | Kelly Kaiser | | | | | Severance | 380,000 | 1,216,000 | — | | Short-term incentive(2) | — | — | — | | Equity Awards(3) | 402,864 | 579,598 | 491,526 | | Health Benefits | — | — | — | | Other Benefits(4) | — | 25,000 | — |

  99. Quantification of Payments Upon Termination

    (1)In the event of Change of Control (as defined in the 2021 Equity Incentive Plan (“Plan”)), upon (a) termination of service by (i) executive for Good Reason, (ii) Company without Cause, or (iii) due to executive’s death or Disability; or (b) failure of the surviving entity to assume, continue or substitute the applicable award, all unvested equity will vest as of the termination or change in control date, respectively. (Capitalized terms are as defined in the Plan and form of award agreements previously filed with the SEC.) (2)No short-term incentive award was earned in 2025. (3)The Equity Awards amounts reflect the awards included in the Outstanding Equity Awards at Fiscal Year End table. Equity values are determined based on the closing price of our Class A common stock on December 28, 2025 of $4.71. For purposes of this table, all PSUs and performance based option values are based on target-level achievement. For NQSOs, the fair values were computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. For Mr. Miles, the amount represents RSUs granted in connection with his service as interim CEO and as a director. (4)Represents outplacement services which services shall extend for up to 12 months from the Change in Control, up to a maximum value of $25,000.

  100. Quantification of Payments Upon Termination

    | 2026 Proxy Statement | 69 |

  101. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Regulation S-K and the Dodd-Frank Act, we disclose the following information about the relationship between the total annual compensation of our median Team Member and the total annual compensation of our Interim President and Chief Executive Officer, Michael A. Miles, Jr. We believe that this calculation is compliant with Item 402(u) of Regulation S-K. We identified the median Team Member by examining the total earnings for the 2025 Fiscal Year for all Team Members employed by us on October 1, 2025, excluding the CEO, whether employed on a full-time, part-time, seasonal or temporary basis, with the following methodology and assumptions: •As of October 1, 2025, our Team Members consisted of 7,865 individuals, 100% of whom were located in the United States. •With respect to Team Members who were employed less than a full year, we assumed in the calculation that they had worked the full 12-month period. •Of all possible median Team Members, we selected a Team Member who did not have atypical elements (such as disability pay or special earnings while on leave). We calculated the total annual compensation for our median Team Member using the same methodology used with our NEOs as set forth in the Summary Compensation Table. The total annual compensation for our median Team Member for 2025 was $19,949. As disclosed in the Summary Compensation Table, our CEO’s total annual compensation for 2025 was $1,467,689. Based on these calculations, our estimate for the ratio of total annual compensation of our CEO to the median of all other Team Members was 74:1.

  102. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain Company financial performance indicators. For further information concerning the Company’s pay-for-performance philosophy and how the Company’s executive compensation aligns with the Company’s performance, refer to “Compensation Discussion & Analysis.” The Compensation Committee did not consider the Compensation Actually Paid (“CAP”) measure below in making its compensation decisions for any of the years shown below. The non-GAAP reconciliations for adjusted EBITDA are provided in Annex I.

  103. Pay Versus Performance

    | Year(1) | Summary Compensation Table Total for PEO1(1) ($) | Summary Compensation Table Total for PEO2(1) ($) | Compensation Actually Paid to PEO1(1)(3) | Compensation Actually Paid to PEO2(1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(2) | Average Compensation Actually Paid to Non-PEOs Named Executive Officers ($)(2)(4) | Value of initial fixed $100 investment based on: | | Net Income (Loss) ($ in thousands) | Adjusted EBITDA ($ in thousands)(6) | | | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(5) | | | | 2025 | $7,326,910 | $1,467,689 | $2,893,265 | $1,085,003 | $1,312,847 | $694,216 | $16.19 | $85.41 | $21,092 | $97,331 | | 2024 | 5,871,407 | — | 3,640,156 | — | 1,240,165 | 647,101 | 30.86 | 100.21 | 35,076 | 104,760 | | 2023 | 2,047,180 | — | (2,495,215) | — | 811,553 | 109,240 | 54.74 | 84.48 | 24,818 | 102,282 | | 2022 | 1,288,848 | — | (27,590,871) | — | 600,948 | (3,550,698) | 59.07 | 71.31 | 17,157 | 84,955 | | 2021 | 31,244,207 | — | 49,575,563 | — | 5,753,329 | 6,805,064 | 131.75 | 89.79 | (13,416) | 98,497 |

  104. Pay Versus Performance

    (1)PEO1 and PEO2 refer to Michael Osanloo and Michael A. Miles, Jr, respectively. (2)The individuals comprising the Non-PEO NEOs for each year presented are: 2025: Michelle Hook, Tony Darden, Jill Waite, and Kelly Kaiser. 2024: Michelle Hook, Jill Waite, Kelly Kaiser, Mike Ellis and Derrick Pratt. Mr. Pratt ceased to be an Executive Officer as of June 30, 2024. 2023: Michelle Hook, Derrick Pratt, Jill Waite and Susan Shelton. Ms. Shelton ceased to be an Executive Officer as of February 8, 2024. 2022: Michelle Hook, Derrick Pratt and Sherri Abruscato. Ms. Abruscato ceased to be an Executive Officer as of October 31, 2022. 2021: Sherri Abruscato and Michelle Hook. (3)Item 402 requires certain adjustments to be made to the Summary Compensation Table totals to determine CAP for reporting in the Pay versus Performance Table. CAP is a value calculated under Item 402, but does not necessarily represent cash and/or equity transferred to the NEO without restriction. As required by Item 402, the following table details adjustments made to Summary Compensation Table total compensation values to arrive at CAP values (Note that NEOs do not participate in a defined benefit plan so there are no adjustments for pension benefits, and similarly, there are no adjustments made for dividends).

  105. Pay Versus Performance

    | 70 | |

  106. Pay Versus Performance

    The following table reconciles the PEO1 Summary Compensation Table total to PEO1 Compensation Actually Paid for fiscal 2025:

  107. Pay Versus Performance

    | Year | Summary Compensation Table Total ($) | Grant Date Fair Value of Equity Awards Granted During Applicable Year ($) | Year-End Fair Value of Equity Awards Granted During Applicable Year ($)(7) | Change in Fair Value as of Year- End of Any Prior Year Awards that Remain Unvested as of Year-End ($) | Fair Value as of the Vesting Date of Any Equity Awards Granted During Applicable Year that Vested During Applicable Year ($) | Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) | Fair Value at the End of the Prior Year for Prior Year Awards Forfeited During Applicable Year ($) | Total Equity Value Reflected in Compensation Actually Paid ($) | | 2025 | $7,326,910 | $(4,000,000) | $— | $— | $— | $2,352,034 | $(2,785,679) | $2,893,265 | | 2024 | 5,871,407 | (4,000,000) | 2,785,679 | (530,950) | — | (220,530) | (265,450) | 3,640,156 | | 2023 | 2,047,180 | — | — | (3,679,281) | — | (863,114) | — | (2,495,215) | | 2022 | 1,288,848 | (413,746) | — | (20,471,998) | 413,746 | (8,407,721) | — | (27,590,871) | | 2021 | 31,244,207 | (27,666,075) | 27,740,157 | 5,601,087 | 9,855,643 | 2,800,544 | — | 49,575,563 |

  108. Pay Versus Performance

    The following table reconciles the PEO2 Summary Compensation Table total to PEO1 Compensation Actually Paid for fiscal 2025:

  109. Pay Versus Performance

    | Year | Summary Compensation Table Total ($) | Grant Date Fair Value of Equity Awards Granted During Applicable Year ($) | Year-End Fair Value of Equity Awards Granted During Applicable Year ($)(7) | Change in Fair Value as of Year- End of Any Prior Year Awards that Remain Unvested as of Year-End ($) | Fair Value as of the Vesting Date of Any Equity Awards Granted During Applicable Year that Vested During Applicable Year ($) | Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) | Fair Value at the End of the Prior Year for Prior Year Awards Forfeited During Applicable Year ($) | Total Equity Value Reflected in Compensation Actually Paid ($) | | 2025 | $1,467,689 | $(1,320,000) | $937,314 | $— | $— | $— | $— | $1,085,003 | | 2024 | — | — | — | — | — | — | — | — | | 2023 | — | — | — | — | — | — | — | — | | 2022 | — | — | — | — | — | — | — | — | | 2021 | — | — | — | — | — | — | — | — |

  110. Pay Versus Performance

    (4)Average non-PEO NEO Compensation Actually Paid

  111. Pay Versus Performance

    | Year | Summary Compensation Table Total ($) | Grant Date Fair Value of Equity Awards Granted During Applicable Year ($) | Year-End Fair Value of Equity Awards Granted During Applicable Year ($)(7) | Change in Fair Value as of Year- End of Any Prior Year Awards that Remain Unvested as of Year-End ($) | Fair Value as of the Vesting Date of Any Equity Awards Granted During Applicable Year that Vested During Applicable Year ($) | Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) | Fair Value at the End of the Prior Year for Prior Year Awards Forfeited During Applicable Year ($) | Total Equity Value Reflected in Compensation Actually Paid ($) | | 2025 | $1,312,847 | $(848,030) | $436,971 | $(177,578) | $— | $(29,994) | $— | $694,216 | | 2024 | 1,240,165 | (595,000) | 353,482 | (96,149) | — | (123,643) | (131,754) | 647,101 | | 2023 | 811,553 | — | — | (702,931) | — | 618 | — | 109,240 | | 2022 | 600,948 | (138,459) | — | (3,355,857) | 107,060 | (501,815) | (262,575) | (3,550,698) | | 2021 | 5,753,329 | (4,814,531) | 5,468,876 | — | 397,391 | — | — | 6,805,064 |

  112. Pay Versus Performance

    (5)For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of Portillo’s through the applicable fiscal year, assuming $100 was invested on October 21, 2021. For the relevant fiscal year, represents cumulative TSR of the S&P 600 Restaurants Index through the applicable fiscal year, assuming $100 was invested October 21, 2021 and dividends were reinvested. (6)The Company defines Adjusted EBITDA as net income (loss) before depreciation and amortization, interest expense, interest income, and income taxes, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing core operating performance, including equity-based compensation expense, deferred lease costs, loss on disposal of assets and impairment charges, ERP and human capital management (“HCM”) implementation costs, certain non-recurring charges, costs related to the Company's strategic reset of its development and growth plans, and Tax Receivable Agreement liability adjustments. (7)For purposes of this table, all PSUs are based on target-level achievement.

  113. Pay Versus Performance

    | 2026 Proxy Statement | 71 |

  114. Compensation Actually Paid vs. TSR (Company TSR & Peer Group TSR)

    Compensation Actually Paid vs. TSR (Company TSR & Peer Group TSR)

  115. Compensation Actually Paid vs. TSR (Company TSR & Peer Group TSR)

    | • | PEO 1 CAP | • | PEO 2 CAP | | PTLO TSR | | NEO Avg CAP | | S&P 600 Restaurants Index |

  116. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  117. Compensation Actually Paid vs. Net Income

    | • | PEO 1 CAP | • | PEO 2 CAP | | NEO Avg CAP | | Net Income |

  118. Compensation Actually Paid vs. Net Income

    | 72 | |

  119. Compensation Actually Paid vs. Adjusted EBITDA

    Compensation Actually Paid vs. Adjusted EBITDA

  120. Compensation Actually Paid vs. Adjusted EBITDA

    | • | PEO 1 CAP | • | PEO 2 CAP | | NEO Avg CAP | | Adjusted EBITDA |

  121. Compensation Actually Paid vs. Adjusted EBITDA

    | Other Key Company Measures | | Restaurant Unit Growth | | Revenue | | Same Restaurant Sales Growth | | Restaurant-level Adjusted EBITDA |

  122. Compensation Actually Paid vs. Adjusted EBITDA

    | 2026 Proxy Statement | 73 |

  123. Compensation Actually Paid vs. Adjusted EBITDA

    | Proposal 3 | Ratification of the Independent Registered Public Accounting Firm |

  124. Compensation Actually Paid vs. Adjusted EBITDA

    Deloitte & Touche LLP has been appointed by the Audit Committee, which is composed entirely of independent Directors, to be our independent registered public accounting firm for the fiscal year ending December 27, 2026. Deloitte & Touche LLP was our independent registered public accounting firm for Fiscal Year 2025. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting and to have an opportunity to make a statement if they desire to do so. The Deloitte & Touche LLP representative is also expected to be available to respond to appropriate questions at the meeting. The Audit Committee has the sole authority to appoint, subject to shareholder ratification, or replace the independent registered public accounting firm, which reports directly to the Audit Committee, and is directly responsible for the compensation and oversight of the independent registered public accounting firm. The Audit Committee considered several factors when deciding whether to re-engage Deloitte & Touche LLP, including the firm’s professional qualifications and experience and its performance during the prior year. The Audit Committee determined that appointing Deloitte to serve as the Company’s independent registered public accounting firm was in the best interests of the Company and its shareholders and appointed Deloitte and Touche LLP as our independent auditor for the fiscal year ending December 27, 2026.