Portillo’s Inc-A 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 29, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORTHE TRANSITION PERIOD FROMTO Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☒Yes☐NoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. (See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" inRule 12b-2 of the Exchange Act). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐Yes☒No Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐Yes☐No Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒No The aggregate market value of the common stock held by non-affiliates of the registrant on June 28, 2024, the last business day of the Registrant's mostrecently completed second fiscal quarter, based on the closing price of the registrant's Class A common stock as reported by The Nasdaq Stock Market on thatdate, was approximately $562,202,807. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any otherpurpose. As of February 18, 2025, there were 63,869,727 shares of the registrant's Class A common stock, par value $0.01 per share, and 10,732,800 shares of theregistrant's Class B common stock, par value $0.00001 per share, issued and outstanding. Cautionary Note Regarding Forward-Looking Information This Annual Report on Form 10-K ("Form 10-K") contains forward-looking statements, within the meaning of the Private Securities Litigation ReformAct of 1995 ("PSLRA"), which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to bematerially different from the statements made herein, including, but not limited to: risks related to or arising from our organizational structure; risks offood-borne illness and food safety and other health concerns about our food; risks relating to the economy and financial markets, including inflation,fluctuating interest rates, stock market activity, or other factors; the impact of unionization activities of our team members on our reputation,operations and profitability; risks associated with our reliance on certain information technology systems, including our new enterprise resourceplanning system, and potential failures or interruptions; risks associated with data, privacy, cyber security and the use and implementation ofinformation technology systems, including our digital ordering and payment platforms for our delivery business; risks associated with increasedadoption, implementation and use of artificial intelligence technologies across our business; the impact of competition, including from our competitorsin the restaurant industry or our