Portillo's Inc. 8-K

What Happened
Portillo’s Inc. announced that Brett Patterson, 57, will join the company as President and Chief Executive Officer and as a member of the Board of Directors effective February 23, 2026 (and as principal executive officer effective February 25, 2026). Patterson will succeed Michael A. Miles, Jr., who has served as Interim President and CEO since September 21, 2025 and will remain Chairman of the Board; after the transition Mr. Miles is expected to resume his status as an independent director. Patterson most recently served as CEO of Miller’s Ale House, Inc. and previously held senior roles at Bloomin’ Brands (including President of Outback Steakhouse), Ruby Tuesday, and Darden Restaurants.

Key Details

• Offer Letter dated February 2, 2026 outlines compensation and benefits:
  • Base salary: $800,000 per year.
  • Annual discretionary bonus target: 100% of base salary.
  • One-time sign-on: $400,000 in RSUs vesting ratably over 2 years.
  • Annual Long-Term Equity Plan target: $3,000,000 (50% RSUs with 3‑year vesting; 50% Performance Stock Units with time/performance conditions).
• Standard executive benefits: family medical/dental/vision, short-term disability, 401(k), non‑qualified deferred compensation plan participation, and unlimited PTO.
• Company furnished a press release dated February 11, 2026 relating to the appointment (Exhibit 99.1 to the 8-K). The Offer Letter will be filed as an exhibit to the Company’s 2025 Form 10‑K.

Why It Matters
This is a material leadership change: Portillo’s is bringing in an experienced restaurant executive with a track record at national casual‑dining brands. For investors, the announcement signals management continuity (Chairman Miles remains on the board) while aligning the new CEO’s pay with performance through a mix of salary, cash bonus opportunity, and significant equity awards. The equity-heavy package means Patterson’s incentives are tied to longer-term performance, which may affect strategic and operational priorities going forward.