Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 14, 2022, Sherri Abruscato, Chief Development & Supply Chain Officer, informed Portillo's Inc. (the "Company") that she has decided to retire after 44 years of service to the Company. In connection with her retirement and in recognition of her service to the Company, the Board of Directors determined to provide Ms. Abruscato with (i) a prorated cash incentive payment for 2022, (ii) option awards granted under the Company's 2014 Equity Incentive Plan will remain outstanding and exercisable in accordance with their terms until August 1, 2024, (iii) restricted stock unit awards granted under the Company's 2021 Equity Incentive Plan scheduled to vest on October 21, 2022 will vest and settle and (iv) continued health coverage through the end of 2022. The effective date of Ms. Abruscato's retirement is expected to be July 31, 2022.The Company will be conducting a search for a Chief Development Officer to take on those responsibilities from Ms. Abruscato with Ms. Michelle Hook, Chief Financial Officer, assuming the oversight of Supply Chain responsibilities.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.
Exhibit Number                  Description
                                Cover Page Interactive Data File (embedded within the Inline XBRL
104                             document)

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