What changed in this filing

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Item 1. Business

2025-08-15 compared with 2024-08-21 · 56 added, 77 removed, 142 unchanged (48% of the section changed)

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We own, develop, operate and franchise the Chili’s ® Grill & Bar (“Chili’s”) and Maggiano’s Little Italy ® (“Maggiano’s”) restaurant brands.

The Company was organized under the laws of the State of Delaware in 1983 to succeed to the business operated by Chili’s, Inc., a Texas corporation, which was organized in 1977.

The Company was organized under the laws of the State of Delaware in 1983 to

succeed to the business operated by Chili’s, Inc., a Texas corporation, which was organized in 1977.

We completed the acquisition of Maggiano’s in 1995.

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Chili’s has been operating restaurants for over 50 years and enjoys a global presence with restaurants in the United States, 27 other countries and two United States territories.

Whether domestic, international, or franchised, Chili’s is dedicated to delivering delicious food & drink with value-centric offerings such as “3 for Me ® ” starting at only $10.99, as well as dining experiences in a vibrant atmosphere intended to make everyone feel special.

Our menu features bold, Southwest inspired American favorites and Chili’s has built a reputation for big mouth burgers, full-on sizzling fajitas, crispy Chicken Crispers ® and hand-shaken margaritas.

We believe our focus on these four core equities, simplifying our menu, being intentional about our fun laid-back Chilihead culture, and maintaining our strong Chilihead hospitality allow Chili’s to differentiate its high-quality food and service from other casual dining restaurants.

Whether domestic or international, or franchised, Chili’s is dedicated to delivering delicious and craveable food with value-centric offerings such as “3 for Me” starting at only $10.99, as well as dining experiences in a vibrant atmosphere intended to make everyone feel special.

Our menu features bold, Southwest inspired American favorites, and Chili’s has built a reputation for big mouth burgers, sizzling fajitas, crispy Chicken Crispers ® , hand-shaken margaritas, and the social-media-famous Triple Dipper.

We believe our focus on these five core equities, simplifying our menu, being intentional about our fun laid-back Chilihead culture, and maintaining our strong Chilihead hospitality allow Chili’s to differentiate its high-quality food and service from other casual dining restaurants.

In fiscal 2025, entrée selections at our Company-owned restaurants ranged in average menu price from $10.76 to $30.26.

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With a passion for making people feel special, the brand is known for catering to special occasions and large parties.

Each Maggiano’s location is uniquely designed and features open dining rooms with fresh flowers, warm carpets and soft lighting.

Most locations feature designated banquet facilities and all offer catering for large parties at homes or local businesses.

Each Maggiano’s location is uniquely designed and features open dining rooms with fresh flowers, warm carpets and soft lighting, and most locations feature designated banquet facilities and all offer catering for large parties at homes or local businesses.

Our full carryout menu is also available for pick up or delivered through third-party delivery providers.

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Dishes are served in abundant portions both à la carte and family style.

We offer a full range of lunch and dinner options, complimented by a premium wine list and handcrafted cocktails.

Maggiano’s offers a full range of lunch and dinner options, complimented by a premium wine list and handcrafted cocktails.

In fiscal 2025, entrée selections ranged in menu price from $15.50 to $51.00.

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Our strategies and culture are intended to strengthen our position in casual dining and grow our core business over time.

Our strategy is to make everyone feel special through a fun atmosphere, delicious food and drinks and our Chili’s hospitality.

We are making work at Chili’s easier, more fun and more rewarding for our team members so that they are more engaged and provide a better experience for our guests.

Our strategy is to make everyone feel special through a fun atmosphere, delicious food and drinks, and Chilihead hospitality.

We are making work at Chili’s easier, more fun and more rewarding for our team members so that they

are more engaged and provide a better experience for our guests.

One way we have done this is by eliminating tasks that were unnecessary and did not add value to our guests.

We have also simplified our menu to focus on core equities we believe can help grow sales—burgers, fajitas, Chicken Crispers, and margaritas, as well as other classic

We have also simplified our menu to focus on core equities we believe can help grow sales—burgers, fajitas, Chicken Crispers, margaritas, and the Triple Dipper.

Our team members can make our core menu items better and more consistently because we have fewer menu items that need to be perfected.

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We believe our value offerings will continue to be an important traffic driver in the current economic circumstances, and we will continue to highlight this value in our marketing efforts.

We have increased menu pricing in other areas in light of the inflationary challenges and we have also improved menu offerings and merchandising to incentivize our guests to purchase higher priced items.

We have increased menu pricing in other areas in light of the inflationary challenges, and we have also improved menu offerings to incentivize our guests to purchase higher-priced items.

In addition, Chili’s has focused on a seamless digital experience as our guests’ preferences and expectations around dining convenience have evolved in recent years.

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Our To-Go menu is available through the Chili’s mobile app, chilis.com, our delivery partners DoorDash, Uber Eats and Grubhub, Google Food Ordering or by calling the restaurant directly.

Our It’s Just Wings ® offering is available through the website, itsjustwings.com.

The operating results for this virtual brand are included in the results of our Chili’s brand, based on the restaurants that prepared and processed the food orders.

In dining rooms, we use tabletop devices with functionality for guests to pay at the table, provide guest feedback and interact with our My Chili’s Rewards ® program.

Our My Chili’s Rewards loyalty program offers free chips and salsa or a non-alcoholic beverage to members based on their visit frequency and allows us to communicate and advertise to our guests through email and text.

In dining rooms, we use tabletop devices with functionality for guests to pay at the table, provide guest feedback and interact with our My Chili’s ® program.

Our My Chili’s program offers free chips and salsa or a non-alcoholic beverage to members any time they visit our restaurants and allows us to communicate and advertise to our guests through email and text.

Our servers use handheld tablets to place orders for our guests, increasing the efficiency of our team members and allowing orders to reach our kitchen quicker for better service to our guests.

Maggiano’s Little Italy

At Maggiano’s, we are focused making our guests feel special.

At Maggiano’s, we are focused on making our guests feel special.

This warm and generous hospitality creates an environment where guests come together to celebrate birthdays, weddings and many more special occasions.

While our dining rooms support the majority of our business, we also offer carry-out and delivery options through partnerships with delivery service providers that have made our restaurants more accessible to guests.

Our restaurants also have banquet rooms to host large party events and we have begun to renovate these banquet rooms in certain restaurants to provide a better experience for this profitable revenue channel, particularly during the holiday season in the second and third quarters of the fiscal year.

Our restaurants also have banquet rooms, a profitable revenue channel, to host large special events, particularly during the holiday season in the second and third quarters of the fiscal year.

Company Development

During fiscal 2025, we continued to develop our restaurant brands domestically through the opening of new Company-owned restaurants in strategically desirable markets.

We concentrate on the development within certain identified markets that we believe are most likely to improve our competitive position and achieve the desired level of market share potential, profitability and return on invested capital.

Our domestic expansion efforts focus not only on major metropolitan areas in the United States but also on smaller market areas and partnerships with franchisees to enter non-traditional locations (such as airports) that can adequately support our restaurant brands.

We concentrate on development within certain identified markets that we believe are most likely to improve our competitive position and achieve the desired level of market share, profitability, and return on invested capital.

Our domestic expansion efforts focus not only on major metropolitan areas in the United States but also in smaller market areas and partnerships with franchisees to enter non-traditional locations (such as airports) that can adequately support our restaurant brands.

The restaurant site selection process is critical, and we devote significant effort to the investigation of new locations utilizing a variety of sophisticated analytical techniques.

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• Supply and demand trends, such as proposed infrastructure improvements, new developments and existing and potential competition.

The specific rate at which we are able to open new restaurants is determined, in part, by our success in locating satisfactory sites, negotiating acceptable lease or purchase terms, securing appropriate local governmental permits and approvals, our capacity to supervise construction and recruit and train team members.

The specific rate at which we are able to open new restaurants is determined, in part, by our success in locating satisfactory sites, negotiating acceptable lease or purchase terms, securing appropriate local governmental permits and approvals, and our capacity to supervise construction and efficiently staff our restaurant openings.

The following table illustrates the Company-owned restaurants opened during fiscal 2025 and the projected openings for fiscal 2026.

The fiscal 2025 projected openings remain subject to change:

The fiscal 2026 projections remain subject to change:

Fiscal 2025 Fiscal 2026

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In some cases, the brand considers relocation to a proximate, more desirable site, or evaluates closing the restaurant if the brand’s measurement criteria, such as cash flow and area demographic trends, do not support relocation.

During fiscal 2024, we permanently closed 23 Company-owned Chili’s, including one international Chili’s sold to a franchisee, that were performing below our standards or we were unable to negotiate additional lease terms for such location.

The Company plans to relocate one Maggiano's in fiscal 2026.

During fiscal 2025, we permanently closed 13 Company-owned Chili’s and one Company-owned Maggiano’s restaurants that were performing below our standards or we were unable to negotiate additional lease terms for such location.

Our strategic plan is targeted to support our long-term growth objectives, with a focus on continued development of those restaurant locations that have the greatest return potential for the Company and our shareholders.

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As of June 25, 2025, we have 18 active development arrangements.

During fiscal 2024, we opened 20 new locations, and entered into three new development arrangements, both with existing and new franchise partners.

During fiscal 2025, we opened 30 new locations, and we entered into two new development arrangements, both with new franchise partners.

We plan to strategically pursue expansion of Chili’s internationally in areas where we see the most growth opportunities.

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Restaurant Management

Our Chili’s and Maggiano’s brands have separate designated teams who support each brand, including operations, finance, marketing, human resources and culinary.

Our Chili’s and Maggiano’s brands have separate designated teams who support each brand, including operations, brand recruiting, finance, marketing, culinary innovation and franchise .

We believe these strategic, brand-focused teams foster the identities of the individual and uniquely positioned brands.

To maximize efficiencies, brands continue to utilize common and shared infrastructure, including, among other services, accounting, information technology, supply chain, guest relations, legal, and restaurant development.

To maximize efficiencies, brands continue to utilize common and shared infrastructure, including, among other services, information technology, human capital management, accounting, legal, purchasing, and restaurant development.

At the restaurant level, management structure varies by brand.

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and for Maggiano’s, an executive chef partner with an additional two to three chefs.

Each restaurant is overseen by a Director of Operations/Areas Director and Vice President of Operations/Regional Director, collectively “Regional Management”, who directly or indirectly report to our Chief Operating Officer/Chief Concept Officer.

Each Chili’s restaurant is overseen by a Director of Operations and Vice President of Operations, collectively “Regional Management”, who directly or indirectly report to our Chief Operating Officer.

Each Maggiano’s restaurant is overseen by a Director of Operations and Regional Operations Chef, collectively “Regional Management”, who directly or indirectly report to our Vice President of Operations.

The level of restaurant supervision depends upon the operating complexity and traffic of individual locations.

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Routine restaurant visits by Regional Management and brand and executive leadership enforce strict adherence to our overall brand standards and operating procedures and also create an opportunity to capture and act on feedback so we continue to improve.

Each brand is responsible for maintaining their operational training

Each brand is responsible for maintaining their operational training program.

Depending on the brand, the training program typically includes a training period of two to three months for restaurant management trainees, as well as special training for high-potential team members and managers.

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Our ability to maintain consistent quality and continuity of supply throughout each restaurant brand depends upon acquiring products from reliable sources.

Our approved suppliers and our restaurants are required to adhere to strict product and safety specifications established through our quality assurance and culinary programs.

These requirements are intended to ensure high-quality products are served in each of our restaurants.

Our approved suppliers and our restaurants are required to adhere to strict

product and safety specifications established through our quality assurance and culinary programs.

These requirements are intended to promote serving high-quality products in each of our restaurants.

We strategically negotiate directly with major suppliers to obtain competitive prices.

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Advertising and Marketing

Chili’s primary focus for developing menu innovation and targeting our digital advertising and loyalty program direct promotions are the Generation X and Millennial families who desire quality food, good value and a service experience that allows them to connect with family and friends.

These young families represent a significant percentage of our guest base today and, we believe, will only grow in importance in the years ahead.

In order to reach that market we updated our strategy in fiscal 2023 to include significant investments in television, streaming, digital video and social media.

In fiscal 2024, we have continued various advertising campaigns in several platforms that highlights our different value offerings.

Chili’s primary focus for developing menu innovation and targeting our digital advertising and loyalty program direct promotions are Millennial families and Gen Z – both of which desire quality food, abundant value and a service experience that allows them to connect with family and friends.

These two cohorts represent a significant percentage of our guest base today and, we believe, will only grow in importance in the years ahead.

In order to reach these audiences, we updated our strategy in fiscal 2023 to include significant investments in television, streaming, digital video and social media.

In fiscal 2024 and fiscal 2025, we have continued various advertising campaigns on several platforms that highlight our different value offerings.

Our domestic Chili’s franchise agreements generally require advertising contributions to us by the franchisees.

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Building sustainable value for all of our stakeholders has always been a key part of our business strategy.

Our ability to sustainably deliver profits to shareholders is built on a foundation of investing in and caring for all of our team members, safely serving great quality food to our guests and acting responsibly in all that we do.

Our Board’s Governance and Nominating Committee oversees and provides input on the sustainability strategic framework,

goals and initiatives, as well as reviews ESG metrics and results.

Our ability to sustainably deliver profits to shareholders is built on a foundation of our mission of investing in and caring for all of our team members, safely serving great quality food to our guests and acting responsibly in all that we do.

Our Board’s Governance and Nominating Committee oversees and provides input on the sustainability strategic framework, goals and initiatives, as well as reviews sustainability metrics and results.

For more information, please review our Sustainability report on our Sustainability page on our website at www.brinker.com .

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Of our hourly team members, approximately 15% are full-time and 85% are part-time employees.

As of June 26, 2024, approximately 52% of our employees are women and approximately 58% of our employees (who self-identified as a race or ethnicity) are racially or ethnically diverse.

Our team members are not covered by any collective bargaining agreements.

Our team members

are not covered by any collective bargaining agreements.

Our executive officers have an average of more than 20 years of experience in the restaurant industry.

Culture and Wellbeing

For decades, our culture has been built on our passion for making people feel special, and that starts with our team members.

For decades, our culture has been built on our purpose of making people feel special, and that starts with our team members.

We affectionately call them Brinkerheads, Chiliheads or Maggiano’s Teammates, and we know that when they feel their best, they provide great food and service to our guests.

Our motto is “Life is Short, Work Happy” and we promote and nurture a corporate culture that promotes wellbeing, inclusion and growth.

We believe that hiring, training, mentoring and supporting team members is the key to retention and living our culture.

We strive to help our team members turn their restaurant jobs into lasting careers.

We provide separate development programs for each of our new managers, managers preparing to become general managers and general managers preparing to become directors of operations.

Our motto is “Life is Short, Work Happy” and we believe that attracting, developing, and retaining the best team members is a key component to our culture.

We seek to attract team members with competitive pay and benefits and then support their wellbeing by providing resources and opportunities to help them be their best with our Be Well initiatives.

These initiatives are focused around four key areas of wellbeing:

career, financial, physical/emotional, and community.

In addition to our career development programs, annual fitness reimbursements for salaried team members, 401(k) plan, and free mental health counselling for those enrolled in our benefits plans, we provide resources and opportunities to raise millions of dollars annually for charitable causes.

We strive to help our team members turn their jobs into lasting careers by providing development programs for each of our new managers, managers preparing to become general managers, and general managers preparing to become directors of operations.

During fiscal 2025, approximately 87% of our new general managers were promoted from our existing team members.

Our no-cost education program, Best You EDU ™ , provides foundational learning, ESL, citizenship preparation courses, GED, associate degree programs and other educational benefits, such as Spanish and standard tuition reimbursement.

During fiscal 2024 this program was available to all team members on their first day of employment.

Brinker cares about the health and wellbeing of all team members and provides resources and opportunities to help team members be their best, while at work and at home with their family, with our Be Well program.

This program focuses on five areas of wellbeing:

career, social, financial, physical/emotional and community.

In addition to our career development programs discussed above, we provide resources and opportunities to raise millions of dollars annually for charitable causes, and we provide annual fitness reimbursements for salaried team members and free mental health counselling for those enrolled in our benefit plans.

We believe that every team member should feel valued and respected and know that their work is meaningful and makes a difference in our brands and our communities.

We ask the team members to take a survey either as a new hire or after termination.

These surveys allow us to gather more in the moment and real time feedback through a new hire survey or exit survey.

The goal is that these Team Members provide meaningful feedback on how they felt about their overall experience, management, training, and the culture.

Diversity, Equity and Inclusion (“DE&I”)

Our restaurants are built on the foundation of a culture of inclusion.

Our team members are diverse in gender, race, ethnicity, sexual orientation, disability, religion, age, cultural background and life experiences.

We celebrate the differences that make us stronger.

We are committed to a workplace environment where every team member feels that they belong and where every team member can succeed.

Our Board’s Talent and Compensation Committee provides oversight for aspects of our culture, equity, and inclusion, in addition to quarterly and annual reviews by our Board of Directors.

We are working to strengthen the foundation of our culture of inclusion and to build greater diverse leadership at Brinker through the following programs and initiatives:

• Women Taking the Lead – Development, mentoring and resources to help professionally develop female leaders.

• Leaders Leading Through Diversity – A development program to increase diverse representation among restaurant operations leadership.

• DE&I Training – Online learning paths on topics such as conscious and unconscious bias, as well as additional mandatory training programs for certain operations leaders.

• Communities of Interest – Six resource groups providing safe spaces for underrepresented groups and allies to develop connections, share ideas and encourage diversity of thought in the organization.

• Culture of Inclusion Activation Series – Events to help educate team members about inclusion and different cultures.

• TM Highlights – Opportunities for team members to share their personal stories, experiences, and what inclusion and allyship means to them.

• Serving it Forward – Allowing us to go out and support, learn and impact communities to help create a better more-inclusive tomorrow partnering with non-profits that align with our giveback pillars of education, kids and hunger.

Our no-cost education program, Best You EDU ™ , provides GED, associate degree programs, and other educational benefits.

Best You EDU is available to all team members on their first day of employment.

Our Board’s Talent and Compensation Committee reviews our talent management strategies and overall organization culture.

Information Technology

We pride ourselves on being innovators in our field, striving to create and procure cutting edge technology to improve the guest experience and create operational efficiencies.

We have created and implemented technologies to facilitate a contactless guest experience through apps, tabletop and handheld devices and QR code payment.

Our restaurant operators utilize our back office systems for inventory control, curbside management, forecasting, demand preparation and productivity.

We have created and implemented technologies to facilitate a contactless guest experience through apps and tabletop and handheld devices.

Our restaurant operators utilize our back office systems for inventory control, forecasting, demand preparation, and productivity.

Our service desk supports the needs of both our restaurant support center and each of our restaurants.

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We believe our information systems are sufficient to support our business and we continually seek to improve our processes based on the strategic and financial priorities of the business.

We are currently investing in new enterprise resource planning (“ERP”) and human capital management to provide our restaurant management and restaurant support teams with the tools necessary to enhance our ability to record and track data, make more effective real-time decisions, and drive process efficiencies.

We plan to implement these new systems over the next year.

We have registered, among other marks, “Brinker International”, “Chili’s”, “Maggiano’s” and “It’s Just Wings” as trademarks with the United States Patent and Trademark Office.

In fiscal 2025, we implemented a new enterprise resource planning (“ERP”) system that encompasses human capital management to provide our restaurant management and restaurant support teams with the tools necessary to enhance our ability to record and track data, make more effective real-time decisions, and drive process efficiencies.

We have registered, among other marks, “Brinker International”, “Chili’s” and “Maggiano’s” as trademarks with the United States Patent and Trademark Office.

Available Information

We maintain a website with the address of http://www.brinker.com.

You may obtain at our website, free of charge, copies of our reports filed with, or furnished to, the SEC on Forms 10-K, 10-Q and 8-K.

You may obtain at our website, free of charge, copies of our reports filed with, or furnished to, SEC on Forms 10-K, 10-Q and 8-K.

The SEC also maintains a website, with the address of www.sec.gov, which contains reports, proxy and information statements, and other information filed electronically or furnished to the SEC.

In addition, you may view and obtain, free of charge, at our website, copies of our corporate governance materials, including:

Audit Committee Charter, Talent and Compensation Committee Charter, Governance and Nominating Committee Charter, Code of Conduct for the Board of Directors, Brinker International Inc.

Code of Conduct - Making People Feel Special, Brinker Reporting and Whistleblower Policy, Foreign Corrupt Practices Act and Anti-Corruption Policy, Policy Governing the Improper Use of Material Nonpublic Information and Trading in Brinker’s

Securities, Code of Conduct for the Board of Directors, Supplier Code of Conduct, Policy Regarding Shareholder Meetings, and Human Rights Policy.

Corporate Governance Guidelines, Audit Committee Charter, Talent & Compensation Committee Charter, Governance & Nominating Committee Charter, Code of Conduct for the Board of Directors, Brinker International Inc.

The information contained on our website is not a part of this Annual Report on Form 10-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business