Portillo's Inc.

Previous wording

As of June 29, 2025, we owned and operated 94 Portillo’s restaurants across ten states, including a restaurant owned by C&O Chicago, L.L.C. ("C&O") of which Portillo’s owns 50% of the equity.

Current wording

As of September 28, 2025, we owned and operated 98 Portillo’s restaurants across ten states, including a restaurant owned by C&O Chicago, L.L.C. ("C&O") of which Portillo’s owns 50% of the equity.

Previous wording

Financial Highlights for the Two Quarters Ended June 29, 2025 vs. Two Quarters Ended June 30, 2024:

Current wording

Financial Highlights for the Three Quarters Ended September 28, 2025 vs. Three Quarters Ended September 29, 2024:

Previous wording

•Same-restaurant sales increase of +0.7%

Current wording

•Same restaurant sales increase of +0.5%

Previous wording

In the quarter and two quarters ended June 29, 2025, total revenue grew 3.6% or $6.6 million and 4.9% or $17.2 million, respectively, primarily due to new restaurant openings in 2024 and an increase in same-restaurant sales. Same-restaurant sales increased 0.7% during the quarter ended June 29, 2025, compared to a 0.6% same-restaurant sales decline during the quarter ended June 30, 2024. Same-restaurant sales increased 1.2% during the two quarters ended June 29, 2025, compared to a 0.9% same-restaurant sales decline during the two quarters ended June 30, 2024. Refer to "Selected Operating Data" section below for definition of Same-Restaurant Sales.

Current wording

In the quarter and three quarters ended September 28, 2025, total revenue grew 1.8% or $3.2 million and 3.9% or $20.4 million, respectively, primarily due to new restaurant openings in 2024 and 2025. Same-restaurant sales declined 0.8% during the quarter ended September 28, 2025, compared to a 0.9% same-restaurant sales decline during the quarter ended September 29, 2024. Same-restaurant sales increased 0.5% during the three quarters ended September 28, 2025, compared to a 0.9% same-restaurant sales decline during the three quarters ended September 29, 2024. Refer to "Selected Operating Data" section below for definition of Same-Restaurant Sales.

Previous wording

In the quarter and two quarters ended June 29, 2025, commodity inflation was 1.9% and 2.6%, respectively, compared to 6.9% and 5.9% for the quarter and two quarters ended June 30, 2024, respectively. Labor, as a percentage of revenue, net, increased 0.2% and 0.3% during the quarter and two quarters ended June 29, 2025, respectively, compared to the quarter and two quarters ended June 30, 2024, primarily due to lower transactions, incremental wage rate increases and increased benefit costs, partially offset by a higher average check. In the first half of 2025, we increased certain menu prices by approximately 1.5% in January, 1.0% in April, and 0.7% in June. We will continue to prioritize strategies to drive higher traffic and mix at our restaurants while optimizing returns and retaining our top talent.

Current wording

In the quarter and three quarters ended September 28, 2025, commodity inflation was 6.3% and 3.9%, respectively, compared to 3.6% and 5.1% for the quarter and three quarters ended September 29, 2024, respectively. Labor, as a percentage of revenue, net, increased 0.8% and 0.5% during the quarter and three quarters ended September 28, 2025, respectively, compared to the quarter and three quarters ended September 29, 2024, primarily due to lower transactions, incremental wage rate increases, higher benefit costs, and deleverage from our newer restaurant openings, partially offset by a higher average check and labor efficiencies. We increased certain menu prices by approximately 1.5% in January 2025, 1.0% in April 2025, and 0.7% in June 2025.

Previous wording

No new restaurants were opened during the two quarters ended June 29, 2025. Subsequent to June 29, 2025, we opened one additional restaurant in Tomball, Texas, bringing our total restaurant count to 95, as of the filing of this Quarterly Report on Form 10-Q, including a restaurant owned by C&O of which Portillo’s owns 50% of the equity.

Current wording

During the quarter ended September 28, 2025, we opened four restaurants. Subsequent to September 28, 2025, we opened one additional restaurant, bringing our total restaurant count to 99, as of the filing of this Quarterly Report on Form 10-Q, including a restaurant owned by C&O of which Portillo’s owns 50% of the equity. We plan to open three more restaurants in the fourth quarter, including our first restaurant in Georgia, for a total of 8 new restaurants opened in the fiscal year 2025.

Previous wording

The following table summarizes our results of operations for the quarter and two quarters ended June 29, 2025 and June 30, 2024 (in thousands):

Current wording

The following table summarizes our results of operations for the quarter and three quarters ended September 28, 2025 and September 29, 2024 (in thousands):

Previous wording

Revenues for the quarter ended June 29, 2025 were $188.5 million compared to $181.9 million for the quarter ended June 30, 2024, an increase of $6.6 million or 3.6%. The increase in revenues was primarily attributed to the opening of nine restaurants during the second through fourth quarters of 2024 and an increase in our same-restaurant sales. Restaurants not in our Comparable Restaurant Base (as defined in "Selected Operating Data" below) contributed $6.1 million of the total year-over-year increase. Same-restaurant sales increased 0.7%, or $1.1 million in the quarter. The same-restaurant sales increase was attributable to an increase in average check of 2.1%, partially offset by a 1.4% decrease in transactions. The higher average check was driven by an approximate 3.4% increase in certain menu prices, partially offset by a 1.3% decrease in product mix. To address inflationary cost pressures, we increased select menu prices by approximately 1.0% in April 2025 and 0.7% in June 2025. For the purpose of calculating same-restaurant sales for the quarter ended June 29, 2025, sales for 75 restaurants that were open for at least 24 full fiscal periods were included in the Comparable Restaurant Base.

Current wording

Revenues for the quarter ended September 28, 2025 were $181.4 million compared to $178.3 million for the quarter ended September 29, 2024, an increase of $3.2 million or 1.8%. The increase in revenues was primarily attributed to the opening of eight restaurants in the third and fourth quarters of 2024 and four restaurants in 2025, partially offset by a decrease in our same-restaurant sales. Restaurants not in our Comparable Restaurant Base (as defined in "Selected Operating Data" below) contributed $5.6 million of the total year-over-year increase. Same-restaurant sales decreased 0.8%, or $1.2 million in the quarter. The same-restaurant sales decline was attributable to a 2.2% decrease in transactions, partially offset by an increase in average check of 1.4%. The higher average check was driven by an approximate 3.2% increase in certain menu prices, partially offset by a 1.8% decrease in product mix. For the purpose of calculating same-restaurant sales for the quarter ended September 28, 2025, sales for 76 restaurants that were open for at least 24 full fiscal periods were included in the Comparable Restaurant Base.

Previous wording

Revenues for the two quarters ended June 29, 2025 were $364.9 million compared to $347.7 million for the two quarters ended June 30, 2024, an increase of $17.2 million or 4.9%. The increase in revenues was primarily attributed to the opening of ten restaurants in 2024 and an increase in our same-restaurant sales. Restaurants not in our Comparable Restaurant Base contributed $14.0 million of the total year-over-year increase. Same-restaurant sales increased 1.2%, or $3.7 million. The same-restaurant sales increase was attributable to an increase in average check of 3.4%, partially offset by a 2.2% decrease in transactions. The higher average check was primarily driven by an approximate 3.9% increase in menu prices partially offset by a 0.5% decrease in product mix. To address inflationary cost pressures, we increased select menu prices by approximately 1.5% in January 2025, 1.0% in April 2025, and 0.7% in June 2025 . For the purpose of calculating same-restaurant sales for the two quarters ended June 29, 2025, sales for 75 restaurants that were open for at least 24 full fiscal periods were included in the Comparable Restaurant Base.

Current wording

Revenues for the three quarters ended September 28, 2025 were $546.3 million compared to $525.9 million for the three quarters ended September 29, 2024, an increase of $20.4 million or 3.9%. The increase in revenues was primarily attributed to the opening of ten restaurants in 2024 and four restaurants in 2025 and an increase in our same-restaurant sales. Restaurants not in our Comparable Restaurant Base contributed $19.6 million of the total year-over-year increase. Same-restaurant sales increased 0.5%, or $2.5 million. The same-restaurant sales increase was attributable to an increase in average check of 2.7%, partially offset by a 2.2% decrease in transactions. The higher average check was primarily driven by an approximate 3.5% increase in menu prices, partially offset by a 0.8% decrease in product mix. To address inflationary cost pressures, we increased select menu prices by approximately 1.5% in January 2025, 1.0% in April 2025, and 0.7% in June 2025. For the purpose of calculating same-restaurant sales for the three quarters ended September 28, 2025, sales for 76 restaurants that were open for at least 24 full fiscal periods were included in the Comparable Restaurant Base.

Previous wording

Food, beverage and packaging costs include the direct costs associated with food and beverages, including paper products and third-party delivery commissions. The components of food, beverage and packaging costs are variable by nature, change with sales volume, are impacted by product mix and are subject to increases or decreases in commodity costs, as well as geographic scale and proximity.

Current wording

Food, beverage and packaging costs include the direct costs associated with food and beverages, including packaging products and third-party delivery commissions. The components of food, beverage and packaging costs are variable by nature, change with sales volume, are impacted by product mix and are subject to increases or decreases in commodity costs, as well as geographic scale and proximity.

Previous wording

Food, beverage and packaging costs for the quarter ended June 29, 2025 were $63.8 million compared to $61.7 million for the quarter ended June 30, 2024, an increase of $2.0 million or 3.3%. This increase was primarily driven by a 1.9% increase in commodity prices and the opening of nine restaurants during the second through fourth quarters of 2024. As a percentage of revenues, net, food, beverage and packaging costs decreased 0.1% during the quarter ended June 29, 2025. The decrease was primarily due to an increase in average check, partially offset by an increase in certain commodity prices.

Current wording

Food, beverage and packaging costs for the quarter ended September 28, 2025 were $62.6 million compared to $60.1 million for the quarter ended September 29, 2024, an increase of $2.5 million or 4.1%. This increase was primarily driven by a 6.3% increase in commodity prices and the opening of eight restaurants during the third and fourth quarters of 2024 and four restaurants in 2025. As a percentage of revenues, net, food, beverage and packaging costs increased 0.8% during the quarter ended September 28, 2025. The increase was primarily due to an increase in certain commodity prices, partially offset by an increase in average check.

Previous wording

Food, beverage and packaging costs for the two quarters ended June 29, 2025 was $124.9 million compared to $118.7 million for the two quarters ended June 30, 2024, an increase of $6.2 million or 5.2%. This increase was primarily driven by a 2.6% increase in commodity prices and the opening of ten restaurants in 2024. As a percentage of revenues, net, food, beverage and packaging costs increased 0.1% during the two quarters ended June 29, 2025. The increase was primarily due to an increase in certain commodity prices, partially offset by an increase in average check.

Current wording

Food, beverage and packaging costs for the three quarters ended September 28, 2025 was $187.5 million compared to $178.8 million for the three quarters ended September 29, 2024, an increase of $8.7 million or 4.8%. This increase was primarily driven by a 3.9% increase in commodity prices and the opening of ten restaurants in 2024 and four restaurants in 2025. As a percentage of revenues, net, food, beverage and packaging costs increased 0.3% during the three quarters ended September 28, 2025. The increase was primarily due to an increase in certain commodity prices, partially offset by an increase in average check.

Previous wording

Labor expenses for the quarter ended June 29, 2025 were $48.3 million compared to $46.4 million for the quarter ended June 30, 2024, an increase of $1.9 million or 4.2%. This increase was primarily driven by the opening of nine restaurants in second through fourth quarters of 2024 and incremental investments to support our team members. As a percentage of revenues, net, labor increased 0.2% during the quarter ended June 29, 2025. The increase was primarily due to lower transactions, increased benefit costs, and incremental wage increases, partially offset by labor efficiencies and an increase in our average check.

Current wording

Labor expenses for the quarter ended September 28, 2025 were $48.3 million compared to $45.9 million for the quarter ended September 29, 2024, an increase of $2.3 million or 5.0%. This increase was primarily driven by the opening of eight restaurants in the third and fourth quarters of 2024 and four restaurants in 2025, and incremental investments to support our team members. As a percentage of revenues, net, labor increased 0.8% during the quarter ended September 28, 2025. The increase was primarily due to lower transactions, incremental wage increases, higher benefit costs, and deleverage from our newer restaurant openings, partially offset by an increase in our average check and labor efficiencies.

Previous wording

Labor expenses for the two quarters ended June 29, 2025 were $95.2 million compared to $89.7 million for the two quarters ended June 30, 2024, an increase of $5.5 million or 6.1%. This increase was primarily driven by the opening of ten restaurants in 2024, an increase in benefit expenses, incremental investments to support our team members, and higher variable-based compensation. As a percentage of revenues, net, labor increased 0.3% primarily due to lower transactions, increased benefit costs, and incremental wage increases, partially offset by labor efficiencies and an increase in our average check.

Current wording

Labor expenses for the three quarters ended September 28, 2025 were $143.5 million compared to $135.7 million for the three quarters ended September 29, 2024, an increase of $7.8 million or 5.8%. This increase was primarily driven by the opening of ten restaurants in 2024 and four restaurants in 2025, an increase in benefit expenses, and incremental investments to support our team members. As a percentage of revenues, net, labor increased 0.5% primarily due to lower transactions, higher benefit costs, incremental wage increases, and deleverage from our newer restaurant openings, partially offset by labor efficiencies and an increase in our average check.

Previous wording

Occupancy expenses for the quarter ended June 29, 2025 were $10.0 million compared to $9.2 million for the quarter ended June 30, 2024, an increase of $0.8 million or 8.2%, primarily driven by the opening of nine restaurants in second through fourth quarters of 2024. As a percentage of revenues, net, occupancy expenses increased 0.2%.

Current wording

Occupancy expenses for the quarter ended September 28, 2025 were $10.5 million compared to $9.2 million for the quarter ended September 29, 2024, an increase of $1.4 million or 14.7%, primarily driven by the opening of eight restaurants in the third and fourth quarters of 2024 and four restaurants in 2025. As a percentage of revenues, net, occupancy expenses increased 0.7%.

Previous wording

Occupancy expenses for the two quarters ended June 29, 2025 were $20.0 million compared to $18.6 million for the two quarters ended June 30, 2024, an increase of $1.4 million or 7.7%, primarily driven by the opening of ten restaurants in 2024. As a percentage of revenues, net, occupancy expenses increased 0.1%.

Current wording

Occupancy expenses for the three quarters ended September 28, 2025 were $30.5 million compared to $27.7 million for the three quarters ended September 29, 2024, an increase of $2.8 million or 10.1%, primarily driven by the opening of ten restaurants in 2024 and four restaurants in 2025. As a percentage of revenues, net, occupancy expenses increased 0.3%.

Previous wording

Other operating expenses for the quarter ended June 29, 2025 were $21.9 million compared to $20.0 million for the quarter ended June 30, 2024, an increase of $2.0 million or 9.8%, primarily due to the opening of nine restaurants in the second through fourth quarters of 2024, and an increase in repairs and maintenance, utilities, and insurance expense, partially offset by lower cleaning expenses due to vendor renegotiation. As a percentage of revenues, net, operating expenses increased 0.6% primarily due to the aforementioned increases in expenses, partially offset by an increase in our average check.

Current wording

Other operating expenses for the quarter ended September 28, 2025 were $23.3 million compared to $21.1 million for the quarter ended September 29, 2024, an increase of $2.3 million or 10.8%, primarily due to the opening of eight restaurants in the third and fourth quarters of 2024 and four restaurants in 2025, and an increase in repairs and maintenance, utilities, and advertising expense, partially offset by lower cleaning expenses due to vendor renegotiation. As a percentage of revenues, net, operating expenses increased 1.1% primarily due to the aforementioned increases in expenses, partially offset by an increase in our average check.

Previous wording

Other operating expenses for the two quarters ended June 29, 2025 were $43.7 million compared to $39.8 million for the two quarters ended June 30, 2024, an increase of $3.9 million or 9.8%, primarily due to the opening of ten restaurants in 2024, and an increase in repairs and maintenance, utilities, and IT expenses, partially offset by lower cleaning expenses due to vendor renegotiation. As a percentage of revenues, net, operating expenses increased 0.5% primarily due to the aforementioned increases in expenses, partially offset by an increase in our average check.

Current wording

Other operating expenses for the three quarters ended September 28, 2025 were $67.0 million compared to $60.9 million for the three quarters ended September 29, 2024, an increase of $6.2 million or 10.1%, primarily due to the opening of ten restaurants in 2024 and four restaurants in 2025, and an increase in repairs and maintenance, utilities, and advertising expenses, partially offset by lower cleaning expenses due to vendor renegotiation. As a percentage of revenues, net, operating expenses increased 0.7% primarily due to the aforementioned increases in expenses, partially offset by an increase in our average check.

Previous wording

General and administrative expenses for the two quarters ended June 29, 2025 were $37.7 million compared to $36.5 million for the two quarters ended June 30, 2024, an increase of $1.2 million or 3.3%. This increase was primarily driven by higher advertising expenses and software license fees related to our enterprise resource planning ("ERP") and human capital management ("HCM") system implementations, partially offset by lower equity-based compensation.

Current wording

General and administrative expenses for the three quarters ended September 28, 2025 were $57.7 million compared to $54.8 million for the three quarters ended September 29, 2024, an increase of $2.9 million or 5.4%. This increase was primarily driven by $3.3 million in dead site cost as well as increases in software license fees related to our enterprise resource planning ("ERP") and human capital management ("HCM") system implementations. This increase was partially offset by a $1.1 million net benefit resulting from the CEO transition. This benefit was due to the forfeiture of equity awards, offset by other transition expenses.

Previous wording

Pre-opening expenses for the quarter ended June 29, 2025 were $1.7 million compared to $2.1 million for the quarter ended June 30, 2024, a decrease of $0.4 million or 19.2%. The decrease was due to the number and timing of activities related to our planned restaurant openings for the quarter ended June 29, 2025 as compared to the quarter ended June 30, 2024.

Current wording

Pre-opening expenses for the quarter ended September 28, 2025 were $3.3 million compared to $1.7 million for the quarter ended September 29, 2024, an increase of $1.5 million or 86.6%. The increase was due to the number and timing of activities related to our planned restaurant openings for the quarter ended September 28, 2025 as compared to the quarter ended September 29, 2024.

Previous wording

Pre-opening expenses for the two quarters ended June 29, 2025 were $2.2 million compared to $3.5 million for the two quarters ended June 30, 2024, a decrease of $1.3 million or 37.4%. This decrease was due to the number and timing of activities related to our planned restaurant openings for the two quarters ended June 29, 2025 as compared to the two quarters ended June 30, 2024.

Current wording

Pre-opening expenses for the three quarters ended September 28, 2025 were $5.5 million compared to $5.3 million for the three quarters ended September 29, 2024, an increase of $0.2 million or 3.7%. This increase was due to the number and timing of activities related to our planned restaurant openings for the three quarters ended September 28, 2025 as compared to the three quarters ended September 29, 2024.

Previous wording

Depreciation and amortization expense for both the quarters ended June 29, 2025 and June 30, 2024 was $7.1 million. For the quarter ended June 29, 2025, the incremental depreciation from capital expenditures related to the opening of nine restaurants in the second through fourth quarters of 2024 was offset by a reduction in depreciation expense due to fully depreciated assets and disposals compared to the prior year period.

Current wording

Depreciation and amortization expense for the quarter ended September 28, 2025 was $7.3 million compared to $6.7 million for the quarter ended September 29, 2024, an increase of $0.6 million or 9.5%. This increase was primarily attributable to incremental depreciation from capital expenditures related to the opening of eight restaurants in the third and fourth quarters of 2024 and four restaurants in 2025, offset by a reduction in depreciation expense due to fully depreciated assets and disposals compared to the prior year period.

Previous wording

Depreciation and amortization expense for the two quarters ended June 29, 2025 was $14.2 million compared to $14.1 million for the two quarters ended June 30, 2024, an increase of $0.1 million or 0.9%. This increase was primarily attributable to incremental depreciation of capital expenditures related to the opening of ten restaurants in 2024, partially offset by a reduction in depreciation expense due to fully depreciated assets and disposals compared to the prior year period.

Current wording

Depreciation and amortization expense for the three quarters ended September 28, 2025 was $21.5 million compared to $20.7 million for the three quarters ended September 29, 2024, an increase of $0.8 million or 3.7%. This increase was primarily attributable to incremental depreciation of capital expenditures related to the opening of ten restaurants in 2024 and four restaurants in 2025, partially offset by a reduction in depreciation expense due to fully depreciated assets and disposals compared to the prior year period.

Previous wording

Net income attributable to equity method investment for the quarter ended June 29, 2025 was $0.4 million compared to $0.3 million for the quarter ended June 30, 2024, an increase of $0.05 million or 14.0%. This increase was primarily driven by an increase in sales.

Current wording

Net income attributable to equity method investment for the quarter ended September 28, 2025 was $0.5 million compared to $0.4 million for the quarter ended September 29, 2024, an increase of $0.07 million or 18.0%. This increase was primarily driven by an increase in sales.

Previous wording

Other income, net, includes among other items, income resulting from discounts received for timely filing of sales tax returns, management fee income associated with our investment in C&O, trading gains or losses on our deferred compensation plan and gains or losses on asset disposals.

Current wording

Other loss (income), net, includes among other items, income resulting from discounts received for timely filing of sales tax returns, management fee income associated with our investment in C&O, trading gains or losses on our deferred compensation plan, gains or losses on asset disposals, and asset impairment charges.

Previous wording

Other income, net, for the quarter ended June 29, 2025 was $0.3 million compared to $0.4 million for the quarter ended June 30, 2024, a decrease of $0.1 million or 16.2%. This decrease was primarily driven by reduced sales tax filing discounts due to the new statutory cap implemented in Illinois on January 1, 2025, and an increase in loss on sale of assets, partially offset by an increase in trading gains in the rabbi trust used to fund our deferred compensation plan.

Current wording

Other loss (income), net, for the quarter ended September 28, 2025 was a loss of $1.1 million compared to income of $0.4 million for the quarter ended September 29, 2024, a decrease of $1.5 million or 385.1%. This decrease was primarily attributable to a legacy Barnelli's trade name impairment charge and reduced sales tax filing discounts due to the new statutory cap implemented in Illinois on January 1, 2025, partially offset by a settlement received from a service provider regarding their performance.

Previous wording

Other income, net, for the two quarters ended June 29, 2025 was $0.3 million compared to $0.8 million for the two quarters ended June 30, 2024, a decrease of $0.5 million or 60.3%. This decrease was primarily driven by reduced sales tax filing discounts due to the new statutory cap implemented in Illinois on January 1, 2025, an increase in loss on sale of assets, and a decrease in trading gains in the rabbi trust used to fund our deferred compensation plan.

Current wording

Other loss (income), net, for the three quarters ended September 28, 2025 was a loss of $0.8 million compared to income of $1.2 million for the three quarters ended September 29, 2024, a decrease of $2.0 million or 168.0%. This decrease was primarily attributable to a legacy Barnelli's trade name impairment charge and reduced sales tax filing discounts due to the new statutory cap implemented in Illinois on January 1, 2025, partially offset by a settlement received from a service provider regarding their performance.

Previous wording

Interest expense for the quarter ended June 29, 2025 was $5.7 million compared to $6.6 million for the quarter ended June 30, 2024, a decrease of $0.9 million or 13.3%. This decrease was primarily driven by a lower effective interest rate attributable to the improved lending terms associated with our 2025 Credit Agreement amendment.

Current wording

Interest expense for the quarter ended September 28, 2025 was $5.7 million compared to $6.5 million for the quarter ended September 29, 2024, a decrease of $0.8 million or 12.2%. This decrease was primarily driven by a lower effective interest rate attributable to the improved lending terms associated with our 2025 Credit Agreement amendment.

Previous wording

Interest expense for the two quarters ended June 29, 2025 was $11.5 million compared to $13.1 million for the two quarters ended June 30, 2024, a decrease of $1.7 million or 12.6%. This decrease was primarily driven by a lower effective interest rate attributable to the improved lending terms associated with our 2025 Credit Agreement amendment.

Current wording

Interest expense for the three quarters ended September 28, 2025 was $17.1 million compared to $19.6 million for the three quarters ended September 29, 2024, a decrease of $2.4 million or 12.5%. This decrease was primarily driven by a lower effective interest rate attributable to the improved lending terms associated with our 2025 Credit Agreement amendment.

Previous wording

Our effective interest rate was 6.90%as of June 29, 2025 and 8.31% as of June 30, 2024.

Current wording

Our effective interest rate was 6.90%as of September 28, 2025 and 8.32% as of September 29, 2024.

Previous wording

The tax receivable agreement liability adjustment for the quarter ended June 29, 2025 was $1.8 million compared to $0.4 million for the quarter ended June 30, 2024. The change was related to a remeasurement primarily due to activity under equity-based compensation plans.

Current wording

The tax receivable agreement liability adjustment for the quarter ended September 28, 2025 was an expense of $0.4 million compared to a benefit of $1.7 million for the quarter ended September 29, 2024. The change was related to a remeasurement primarily due to activity under equity-based compensation plans and impacts from the One Big Beautiful Bill Act (the "Act") which was signed into law on July 4, 2025.

Previous wording

The tax receivable agreement liability adjustment for the two quarters ended June 29, 2025 was $2.5 million compared to $1.0 million for the two quarters ended June 30, 2024. The change was related to a remeasurement primarily due to activity under equity-based compensation plans.

Current wording

The tax receivable agreement liability adjustment for the three quarters ended September 28, 2025 was a benefit of $2.1 million compared to a benefit of $2.7 million for the three quarters ended September 29, 2024. The change was related to a remeasurement primarily due to activity under equity-based compensation plans and impacts from the Act.

Previous wording

Income tax expense for the two quarters ended June 29, 2025 was $5.0 million compared to income tax expense of $2.4 million for the two quarters ended June 30, 2024, an increase of $2.7 million or 113.6%. Our effective income tax rate for the two quarters ended June 29, 2025 was 26.4%, compared to 14.5% for the two quarters ended June 30, 2024. The increase in our effective income tax rate for the two quarters ended June 29, 2025 compared to the two quarters ended June 30, 2024 was primarily driven by an increase in the Company's ownership interest in Portillo's OpCo, which increases its share of taxable income (loss) of Portillo's OpCo.

Current wording

Income tax expense for the three quarters ended September 28, 2025 was $3.8 million compared to $4.9 million for the three quarters ended September 29, 2024, a decrease of $1.1 million or 22.6%. Our effective income tax rate for the three quarters ended September 28, 2025 was 20.4%, compared to 17.8% for the three quarters ended September 29, 2024. The increase in our effective income tax rate for the three quarters ended September 28, 2025 compared to the three quarters ended September 29, 2024 was primarily driven by an increase in the Company's ownership interest in Portillo's OpCo, which increases its share of taxable income (loss) of Portillo's OpCo.

Previous wording

Net income attributable to non-controlling interests for the quarter ended June 29, 2025 was $1.3 million, compared to net income attributable to non-controlling interests of $2.1 million for the quarter ended June 30, 2024, a decrease of $0.7 million or 35.0%. The decrease in net income attributable to non-controlling interests for the quarter ended June 29, 2025 was primarily due to a decrease in the non-controlling interest holders' weighted average ownership to 9.9% for the quarter ended June 29, 2025 from 15.9% for the quarter ended June 30, 2024.

Current wording

Net loss attributable to non-controlling interests for the quarter ended September 28, 2025 was $0.4 million, compared to net income attributable to non-controlling interests of $1.6 million for the quarter ended September 29, 2024, a decrease of $2.0 million or 127.8%. The decrease in net income attributable to non-controlling interests for the quarter ended September 28, 2025 was primarily due to a decrease in net income for the quarter ended September 28, 2025 and a decrease in the non-controlling interest holders' weighted average ownership to 4.6% for the quarter ended September 28, 2025 from 15.8% for the quarter ended September 29, 2024.

Previous wording

Net income attributable to non-controlling interests for the two quarters ended June 29, 2025 was $2.0 million, compared to net income attributable to non-controlling interest of $2.8 million for the two quarters ended June 30, 2024, a decrease of $0.8 million or 29.1%. The decrease in net income attributable to non-controlling interests for the two quarters ended June 29, 2025 was primarily due to a decrease in the non-controlling interest holders' weighted average ownership to 12.2% for the two quarters ended June 29, 2025 from 18.7% for the two quarters ended June 30, 2024.

Current wording

Net income attributable to non-controlling interests for the three quarters ended September 28, 2025 was $1.6 million, compared to net income attributable to non-controlling interest of $4.4 million for the three quarters ended September 29, 2024, a decrease of $2.8 million or 64.0%. The decrease in net income attributable to non-controlling interests for the three quarters ended September 28, 2025 was primarily due to a decrease in net income and a decrease in the non-controlling interest holders' weighted average ownership to 9.6% for the three quarters ended September 28, 2025 from 17.7% for the three quarters ended September 29, 2024.

Previous wording

(c) For the quarter ended June 30, 2024, same-restaurant sales compares the 13 weeks from April 1, 2024 through June 30, 2024 to the 13 weeks from April 3, 2023 through July 2, 2023. For the two quarters ended June 30, 2024, same-restaurant sales compares the 26 weeks from January 1, 2024 through June 30, 2024 to the 26 weeks from January 2, 2023 through July 2, 2023

Current wording

(c) For the quarter ended September 29, 2024, same-restaurant sales compares the 13 weeks from July 1, 2024 through September 29, 2024 to the 13 weeks from July 3, 2023 through October 1, 2023. For the three quarters ended September 29, 2024, same-restaurant sales compares the 39 weeks from January 1, 2024 through September 29, 2024 to the 39 weeks from January 2, 2023 through October 1, 2023

Previous wording

The change in same-restaurant sales is the percentage change in year-over-year revenue for the comparable restaurant base, which is defined as the number of restaurants open for at least 24 full fiscal periods (the “Comparable Restaurant Base”). For the two quarters ended June 29, 2025 and June 30, 2024, there were 75 and 70 restaurants in our Comparable Restaurant Base, respectively. The Comparable Restaurant Base excludes C&O.

Current wording

The change in same-restaurant sales is the percentage change in year-over-year revenue for the comparable restaurant base, which is defined as the number of restaurants open for at least 24 full fiscal periods (the “Comparable Restaurant Base”). For the three quarters ended September 28, 2025 and September 29, 2024, there were 76 and 70 restaurants in our Comparable Restaurant Base, respectively. The Comparable Restaurant Base excludes C&O.

Previous wording

(4) Represents loss (gain) on disposal of property and equipment included within other income, net.

Current wording

(4) Represents loss on disposal of property and equipment and a legacy Barnelli's trade name impairment charge included within other loss (income), net.

Previous wording

Our primary sources of liquidity are cash from operations, cash and cash equivalents on hand, and availability under our 2025 Revolver Facility. As of June 29, 2025, we maintained a cash and cash equivalents and restricted cash balance of $16.6 million and had $74.7 million of availability under our 2025 Revolver Facility, after giving effect to $5.3 million in outstanding letters of credit.

Current wording

Our primary sources of liquidity are cash from operations, cash and cash equivalents on hand, and availability under our 2025 Revolver Facility. As of September 28, 2025, we maintained a cash and cash equivalents and restricted cash balance of $17.2 million and had $68.6 million of availability under our 2025 Revolver Facility, after giving effect to $4.4 million in outstanding letters of credit.

Previous wording

As of June 29, 2025, we estimate that our obligation for future payments under the TRA totaled $352.9 million. Amounts payable under the TRA are contingent upon, among other things, (i) generation of future taxable income over the term of the TRA and (ii) future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax benefits, then we would not be required to make the related TRA payments. The payments that we are required to make will generally reduce the amount of overall cash flow that might have otherwise been available to us, but we expect the cash tax savings we will realize to fund the required payments. Assuming no material changes in relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the TRA, we estimate that the tax savings associated with all tax attributes described above would aggregate to approximately $415.2 million as of June 29, 2025. Under this scenario, we would be required to pay the TRA Parties approximately 85% of such amount, or $352.9 million, primarily over the next 15 years, substantially declining in year 16 through year 47. In the two quarters ended June 29, 2025 and June 30, 2024, we made TRA payments of $7.7 million relating to tax year 2023 and $4.4 million relating to tax year 2022, respectively. We expect a payment of $9.2 million relating to tax year 2024 to be paid within the next 12 months.

Current wording

As of September 28, 2025, we estimate that our obligation for future payments under the TRA totaled $353.2 million. Amounts payable under the TRA are contingent upon, among other things, (i) generation of future taxable income over the term of the TRA and (ii) future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax benefits, then we would not be required to make the related TRA payments. The payments that we are required to make will generally reduce the amount of overall cash flow that might have otherwise been available to us, but we expect the cash tax savings we will realize to fund the required payments. Assuming no material changes in relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the TRA, we estimate that the tax savings associated with all tax attributes described above would aggregate to approximately $415.6 million as of September 28, 2025. Under this scenario, we would be required to pay the TRA Parties approximately 85% of such amount, or $353.2 million, primarily over the next 15 years, substantially declining in year 16 through year 47. In the three quarters ended September 28, 2025 and September 29, 2024, we made TRA payments of $7.7 million relating to tax year 2023 and $4.4 million relating to tax year 2022, respectively. We expect a payment of $7.8 million relating to tax year 2024 to be paid within the next 12 months.