Engaged Capital LLC → Portillo's Inc. PTLO

Item 4 is hereby amended to add the following: On April 28, 2025, the Reporting Persons entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer and the Reporting Persons agreed to cooperate to identify candidates for appointment to the Board who possess recent relevant experience in the restaurant industry as an operator. The Board will appoint a new director (the "New Director") from among such candidates who has been reviewed and approved by the Nominating and Corporate Governance Committee of the Board and the Board of the Issuer (such approval not to be unreasonably withheld, conditioned or delayed) in their respective sole discretion and who is reasonably acceptable to the Reporting Persons (such reasonable acceptance not to be unreasonably withheld, conditioned or delayed). Pursuant to the Cooperation Agreement, the New Director shall not be appointed before the conclusion of the Issuer's 2025 annual meeting of stockholders (the "2025 Annual Meeting"). The Issuer also agreed to appoint the New Director to at least one committee of the Board. Pursuant to the Cooperation Agreement, the Reporting Persons are subject to certain customary standstill restrictions from the date of the Cooperation Agreement until the earlier to occur of (i) 30 calendar days prior to the notice deadline under the Issuer's Amended and Restated Bylaws for the nomination of director candidates for election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting") (it being understood that the Issuer shall be required to give sufficient advance written notice to the Reporting Persons in the event the Issuer determines to advance the 2026 Annual Meeting, so that the Reporting Persons will continue to have no less than 30 calendar days to nominate at such meeting) or (ii) 120 calendar days prior to the first anniversary of the 2025 Annual Meeting (the "Termination Date"); provided, however, that if the New Director has not been appointed to the Board by September 1, 2025, either party may terminate the Cooperation Agreement, subject to limited exceptions. Until the Termination Date, the Reporting Persons also agreed to vote their Shares (A) in favor of the nominees for director recommended by the Board and (B) in accordance with the Board's recommendation with respect to any other matter presented to stockholders; provided, however, that if Institutional Shareholder Services Inc. ("ISS") recommends otherwise with respect to any proposals (other than as related to the election or removal of directors), the Reporting Persons are permitted to vote in accordance with ISS's recommendation; provided, further, that the Reporting Persons are permitted to vote in their sole discretion with respect to any publicly announced proposals relating to an Extraordinary Transaction (as defined in the Cooperation Agreement). Until the Termination Date, the Reporting Persons also agreed not to acquire beneficial ownership of more than 9.9% of the outstanding Shares or economic exposure to more than 14.9% of the outstanding Shares or knowingly transfer any Shares to an activist investor or any third party who, as a result of such transfer, will beneficially own 5% or greater of the issued and outstanding Shares (other than certain passive institutional investors). The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Prior to the entry into the Cooperation Agreement, Charles (Charlie) R. Morrison, one of the Nominees, accepted the Chief Executive Officer position at Jersey Mike's Subs, which resulted in him having to withdraw his candidacy from the nomination process at the Issuer.