What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-08-15 compared with 2024-08-21 · 159 added, 175 removed, 783 unchanged (30% of the section changed)

14 unchanged sentences

We have audited the accompanying consolidated balance sheets of Brinker International, Inc.

and subsidiaries (the Company) as of June 26, 2024 and June 28, 2023, the related consolidated statements of comprehensive income, shareholders’ deficit, and cash flows for each of the years in the three-year period ended June 26, 2024, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of June 25, 2025 and June 26, 2024, the related consolidated statements of comprehensive income, shareholders’ equity (deficit), and cash flows for each of the years in the three-year period ended June 25, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 25, 2025 and June 26, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended June 25, 2025, in conformity with U.S.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 25, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 26, 2024 and June 28, 2023, the related consolidated statements of comprehensive income, shareholders’ deficit, and cash flows for each of the years in the three-year period ended June 26, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated August 21, 2024 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 25, 2025 and June 26, 2024, the related consolidated statements of comprehensive income, shareholders’ equity (deficit), and cash flows for each of the years in the three-year period ended June 25, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated August 15, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Diluted weighted average shares outstanding 46.1 45.7 45.0

Other comprehensive loss

Other comprehensive income (loss)

Foreign currency translation adjustment $ ( 0.1 ) $ ( 0.3 ) $ ( 0.7 )

Other comprehensive loss

( 0.3 ) ( 0.7 ) ( 0.6 )

Comprehensive income $ 383.0 $ 155.0 $ 101.9

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Total assets $ 2,678.6 $ 2,593.1

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

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Other accrued liabilities 172.6 144.7

Income taxes payable 7.3 2.4

Income taxes payable, net 6.5 7.3

Total current liabilities 675.6 622.3

3 unchanged sentences

Commitments and contingencies (Note 8)

Shareholders’ equity (deficit)

Shareholders’ equity

Common stock ( 250.0 million authorized shares;

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Accumulated other comprehensive loss ( 6.4 ) ( 6.3 )

Accumulated deficit ( 196.6 ) ( 351.9 )

Retained earnings (Accumulated deficit) 186.5 ( 196.6 )

Treasury stock, at cost ( 15.8 million shares at June 25, 2025, and 15.3 million shares at June 26, 2024)

( 529.7 ) ( 471.5 )

Total shareholders’ equity (deficit) 39.4 ( 144.3 )

Total liabilities and shareholders’ equity (deficit) $ 2,593.1 $ 2,487.0

Total shareholders’ equity 370.9 39.4

Total liabilities and shareholders’ equity $ 2,678.6 $ 2,593.1

See accompanying Notes to Consolidated Financial Statements

29 unchanged sentences

Payments for property and equipment ( 265.3 ) ( 198.9 ) ( 184.9 )

Payments for franchise restaurant acquisitions — — ( 106.6 )

Proceeds from sale leaseback transactions, net of related expenses — — 20.5

Proceeds from note receivable — 1.3 4.5

5 unchanged sentences

Payments on revolving credit facility ( 885.0 ) ( 550.3 ) ( 875.0 )

Proceeds from issuance of long-term debt — 350.0 —

Payments on long-term debt ( 375.8 ) ( 20.1 ) ( 322.1 )

Proceeds from issuance of long-term debt — — 350.0

Purchases of treasury stock ( 90.2 ) ( 25.8 ) ( 5.0 )

7 unchanged sentences

Supplemental disclosure of cash flow information:

Income taxes paid (refunds received), net $ 26.1 $ 12.4 $ ( 4.7 )

Income taxes paid, net $ 64.3 $ 26.1 $ 12.4

Interest paid, net of amounts capitalized 55.1 50.3 51.0

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Common Stock Additional

Capital Accumulated Deficit Treasury

Stock Accumulated

Comprehensive

Capital Retained Earnings (Accumulated Deficit) Treasury

Stock Accumulated Other Comprehensive Loss Total

Shares Amount

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Other comprehensive loss — — — — — ( 0.7 ) ( 0.7 )

Dividends — — — 0.1 — — 0.1

Stock-based compensation — — 14.4 — — — 14.4

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Issuances of treasury stock 0.9 — ( 14.9 ) — 27.4 — 12.5

Retirement of stock — ( 1.0 ) — ( 306.1 ) 307.1 — —

Balances at June 28, 2023 44.6 6.0 690.0 ( 351.9 ) ( 482.4 ) ( 6.0 ) ( 144.3 )

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Other comprehensive loss — — — — — ( 0.3 ) ( 0.3 )

Dividends — — — 0.0 — — 0.0

Stock-based compensation — — 25.9 — — — 25.9

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Issuances of treasury stock 1.2 — ( 7.6 ) — 36.2 — 28.6

Retirement of stock — ( 1.0 ) — ( 306.1 ) 307.1 — —

Balances at June 26, 2024 45.0 6.0 707.8 ( 196.6 ) ( 471.5 ) ( 6.3 ) 39.4

1 unchanged sentence

Other comprehensive loss — — — — — ( 0.1 ) ( 0.1 )

Dividends — — — 0.0 — — 0.0

Stock-based compensation — — 31.4 — — — 31.4

14 unchanged sentences

Income Taxes 61

Shareholders’ Equity (Deficit) 65

Shareholders’ Equity 63

Stock-based Compensation 63

2 unchanged sentences

Segment Information 67

Subsequent Event 69

Footnote Index

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Fiscal 2025, Fiscal 2024, and Fiscal 2023 which ended on June 25, 2025, June 26, 2024, and June 28, 2023, respectively, each contained 52 weeks.

Reclassifications - Beginning in fiscal 2023, we are presenting certain revenue streams related to gift cards, digital entertainment, Maggiano’s banquet service charges and delivery fees within Company sales to better align with the presentation used within the casual dining industry.

Our presentation of Franchise revenues will now include only revenues related to the ongoing franchise-operated restaurants.

Comparative figures in prior years have been adjusted to conform to the current year’s presentation.

These reclassifications have no effect on Total revenues or Net income previously reported.

Use of Estimates - The preparation of the Consolidated Financial Statements is in conformity with GAAP and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and costs and expenses in the reporting periods.

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Inventories - Inventories consist of food, beverages and supplies and are valued at the lower of cost (using the first-in, first-out method) or net realizable value.

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Cloud-Based Computing Arrangements - The Company defers application development stage costs for cloud-based computing arrangements and amortizes those costs over the related service (subscription) agreement.

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Level 1 Quoted prices in active markets for identical assets or liabilities

Level 2 Observable inputs available at measurement date other than quote prices included in Level 1

Level 2 Observable inputs available at measurement date other than quoted prices included in Level 1

Level 3 Unobservable inputs that cannot be corroborated by observable market data

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Property and Equipment - Property and equipment is recorded at cost and depreciated using the straight-line method over the lesser of the remaining term of the lease, including certain renewal options, or the estimated useful lives of the assets.

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If the carrying amount is not recoverable, we record an impairment charge for the excess of the carrying amount over the fair value.

We determine fair value based on discounted projected future operating cash flows of the restaurants over their remaining service life using a risk adjusted discount rate that is commensurate with the inherent risk that is considered Level 3 (refer to Fair Value Measurements policy above for definition of levels).

Impairment charges are included in Other (gains) and charges in the Consolidated Statements of Comprehensive Income.

Leases - We recognize, on the balance sheet, the lease assets and related lease liabilities for the rights and obligations created at lease commencement by operating and finance leases with lease terms of more than 12 months.

Refer to Note 3 - Fair Value Measurements for further information on impairment charges.

Leases - We recognize lease liabilities and corresponding lease assets based on the present value of the lease payments using our incremental borrowing rate applicable to the lease term.

Landlord contributions are recorded as an adjustment to the lease assets.

The lease term commences on the date the lessor makes the underlying asset or assets available, irrespective of when lease payments begin under the contract.

When determining the lease term at commencement, we consider both termination and renewal option periods available, and only include the period for which failure to renew the lease imposes a penalty on us in such an amount that renewal, or termination options, appear to be reasonably certain.

Our lease liability is generally based on the present value of the lease payments, consisting of fixed costs and certain rent escalations, using our incremental borrowing rate applicable to the lease term.

The lease asset is generally based on the lease liability, adjusted for amounts related to other lease-related assets and liabilities.

Our adjustments typically include prepaid rent, landlord contributions as a reduction to the asset and favorable or unfavorable lease purchase price adjustments.

The Company accounts for lease and non-lease components, for all leases, as a single lease component.

The interest rates used in our lease contracts are not implicit.

We have derived our incremental borrowing rate using the interest rate we would pay on our existing borrowings, adjusted for the effect of designating collateral and the lease terms using market data as well as publicly available data for instruments with similar characteristics.

We derive our incremental borrowing rate using the interest rate we would pay on our existing borrowings, adjusted for the effect of designating collateral and the lease terms using market data as well as publicly available data for instruments with similar characteristics.

The reasonably certain lease term and incremental borrowing rate for each lease requires judgment by management and can impact the classification and accounting for a lease as operating or finance, as well as the value of the lease asset and lease liability.

Footnote Index

Lease asset carrying amounts are assessed for impairment annually or when events or circumstances indicate that the carrying amount may not be recoverable, in accordance with our long-lived asset impairment policy.

We monitor for events or changes in circumstances that require reassessment of lease classification.

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Interest on each finance lease liability is recorded to Interest expenses in the Consolidated Statements of Comprehensive Income.

Definite-Lived Intangible Assets - Definite-lived intangible assets primarily include the reacquired franchise rights resulting from our acquisitions and included in Intangibles, net in the Consolidated Balance Sheets.

Footnote Index

charges are included in Other (gains) and charges in the Consolidated Statements of Comprehensive Income.

Refer to Note 3 - Fair Value Measurements for further information on impairment charges.

Definite-Lived Intangible Assets - Definite-lived intangible assets primarily include the reacquired franchise rights resulting from acquisitions and are included in Intangibles, net in the Consolidated Balance Sheets.

These assets are amortized using the straight-line method over the remaining term of the related franchise agreement.

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The carrying value of the reporting unit is compared to its estimated fair value, and if the carrying value of a reporting unit exceeds its fair value, goodwill is written down to its implied fair value.

Footnote Index

During fiscal 2025, fiscal 2024 and fiscal 2023, we performed our annual goodwill impairment analysis using a qualitative approach to determine whether indicators of impairment exist.

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Additionally, no indicators of impairment were identified through the end of each fiscal year.

Insurance Reserves - We are self-insured for certain losses related to health, general liability and workers’ compensation.

Insurance Reserves - We are self-insured for certain losses related to health, general liability and workers’ compensation claims.

We maintain stop loss coverage with third-party insurers to limit our total exposure.

The self-insurance liability represents an estimate of the ultimate cost of claims incurred and unpaid as of the balance sheet date.

The estimated liability is not discounted and is established based upon analysis of historical data and actuarial estimates and is reviewed on a quarterly basis to ensure that the liability is appropriate.

The estimated liability is not discounted and is established based upon analysis of historical data and actuarial estimates and is reviewed on a quarterly basis to confirm that the liability is appropriate.

The estimated incurred but unreported costs to settle unpaid claims are included in Other accrued liabilities and Other liabilities, depending on their current or long-term nature, in the Consolidated Balance Sheets.

1 unchanged sentence

As of June 25, 2025, no preferred shares were issued.

Footnote Index

Revenues - Revenues are presented in the Company sales and Franchise revenues captions in the Consolidated Statements of Comprehensive Income.

Company Sales - Company sales include revenues generated by the operation of Company-owned restaurants including food and beverage sales, net of discounts, Maggiano’s banquet service charge income, gift card breakage, delivery, digital entertainment revenues, merchandise income and are net of gift card discount costs from third-party gift card sales.

Company Sales - Company sales include revenues generated by the operation of Company-owned restaurants including food and beverage sales, net of discounts, Maggiano’s banquet service charge income, delivery, gift card breakage, digital entertainment revenues, merchandise income and are net of gift card discount costs from third-party gift card sales.

We record revenues from the sale of food, beverages and alcohol, net of discounts, upon delivery to the customer.

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Breakage revenues are recognized proportionate to the pattern of related gift card redemptions.

We do not charge dormancy, or any other fees related to monitoring or administering the gift card program to cardholders.

We do not charge dormancy fees, or any other fees related to monitoring or administering the gift card program to cardholders.

Additionally, proceeds from the sale of gift cards are recorded as deferred revenues in the Gift card liability in the Consolidated Balance Sheets and recognized as Company sales when the gift card is redeemed by the holder.

2 unchanged sentences

These gift card discount costs are deferred and amortized against revenues proportionate to the pattern of related gift card redemptions.

Franchise Revenues - Franchise revenues include royalties, franchise advertising fees, franchise and development fees and gift card equalization.

Franchise Revenues - Franchise revenues include royalties, franchise advertising fees, franchise and development fees, and other service fees.

Franchise royalties are based on a percentage of the sales generated by our franchise-operated restaurants.

The performance obligation related to franchise sales is considered complete upon the sale of food, beverages and alcohol, therefore royalty revenues are recognized in the same period the sales are generated at the franchise-operated restaurants.

Franchise advertising contributions from domestic franchisees are contractually obligated to contribute into certain advertising and marketing funds.

Franchise advertising fees are revenues that our domestic franchisees are contractually obligated to contribute into certain marketing funds.

Franchise and development fees are received from franchises for new restaurant openings and for territory development arrangements.

The performance obligation related to these arrangements are collectively deferred as a contract liability and recognized on a straight-

Footnote Index

line basis into Franchise revenues in the Consolidated Statements of Comprehensive Income over the term of the underlying agreements.

The performance obligation related to these arrangements are collectively deferred as a contract liability and recognized on a straight-line basis into Franchise revenues in the Consolidated Statements of Comprehensive Income over the term of the underlying agreements.

Advertising Expenses - Advertising production costs are expensed in the period when the advertising first takes place.

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Additionally, income taxes are computed on a consolidated legal jurisdiction basis with no regard to brand.

Footnote Index

Stock-Based Compensation - We measure and recognize compensation costs at fair value for all share-based payments.

We record compensation expenses using a graded-vesting schedule or on a straight-line basis, as applicable, over the vesting period, or the date on which retirement eligibility is achieved, if earlier.

We recognize compensation expenses for only the portion of share-based awards that are expected to vest.

Therefore, we apply estimated forfeiture rates that are derived from our historical forfeitures of similar awards.

Certain employees are eligible to receive stock options, performance shares, restricted stock and restricted stock units, while non-employee members of the Board of Directors are eligible to receive stock options, restricted stock and restricted stock units.

We recognize compensation expenses, net of forfeitures, using a graded-vesting schedule or on a straight-line basis, as applicable, over the vesting period, or the date on which retirement eligibility is achieved, if earlier.

Certain employees are generally awarded performance shares and restricted stock units, while non-employee members of the Board of Directors are generally awarded restricted stock units.

Awards granted to the Board of Directors are non-forfeitable and are fully expensed upon grant.

Awards to eligible employees may vest over a specified period of time or service period and may also contain performance-based conditions.

The fair values of restricted stock and restricted stock units that do not contain a performance condition are based on our closing stock price on the date of grant, while the fair value of stock options, if granted, is estimated using the Black-Scholes option-pricing model on the date of grant.

Performance shares represent a right to receive shares of common stock upon satisfaction of Company performance goals usually at the end of a three-fiscal-year cycle.

Vesting of performance shares granted are generally contingent upon meeting Company performance goals based on a specified range of earnings at the end of the three-fiscal-year period and may also include a market-based metric, such as TSR.

Compensation expenses for the performance shares are recorded to General and administrative expenses based on management’s periodic estimates of the number of shares that will be earned under the Company performance metric, and the fair value of the shares as determined by our closing stock price on the date of grant, or by Monte Carlo simulation if a market-based metric is included.

The fair values of restricted stock units that do not contain a performance condition are based on our closing stock price on the date of grant.

Performance shares represent a right to receive shares of common stock upon satisfaction of Company performance goals as defined in the grant agreements.

The fair value of our performance shares with a market-based metric, such as total shareholder return (“TSR”), is determined by a Monte Carlo simulation on the grant date .

Refer to Note 11 - Stock-based Compensation for further information about the Monte Carlo simulation assumptions.

Performance shares are expensed on a straight-line basis over the applicable vesting period.

Our performance shares with vesting contingent only upon Company TSR performance were granted in fiscal 2025 and have a five year vesting period.

Our performance shares with vesting contingent upon meeting Company performance goals based on earnings at the end of a three-fiscal-year vesting period also include a TSR component and are expensed over the vesting period based on management’s periodic estimates of the number of shares that will be earned under the Company earnings performance metric.

A cumulative expenses adjustment is recognized when that estimate changes.

Foreign Currency - Foreign currency translation adjustments represent the unrealized impact of translating the financial statements of our Canadian restaurants from their respective functional currency (Canadian dollars) to U.S.

dollars and are reported as a component of comprehensive income and recorded in Accumulated other comprehensive loss on our Consolidated Balance Sheets.

Footnote Index

Foreign Currency - Foreign currency translation adjustments represents the unrealized impact of translating the financial statements of our Canadian restaurants from their respective functional currency to United States dollars and are reported as a component of Comprehensive income and recorded in Accumulated other comprehensive loss on our Consolidated Balance Sheets.

Net Income Per Share - Basic net income per share is computed by dividing Net income by the Basic weighted average shares outstanding for the reporting period.

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Awards excluded due to anti-dilutive effect — 0.4 1.3

Chili’s Restaurant Acquisitions

During fiscal 2022, we completed the acquisitions of 68 Chili’s restaurants from three former franchisees.

We accounted for these acquisitions as a business combination.

Total purchase price, including post-closing adjustments was $ 106.7 million.

The results of operations, and assets and liabilities, of these restaurants are included in the Consolidated Financial Statements from the acquisition dates.

Recently Issued Accounting Standards or Disclosure Rules

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Recently Issued Accounting Standards

As of June 25, 2025, we adopted Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, which would require us to adopt the provisions in our fiscal 2025 Form 10-K.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

Management does not expect this ASU to have a material impact on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

The adoption of ASU 2023-07 did not impact our results of operations, cash flow or financial condition.

See Note 14 - Segment Information for our segment disclosures.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disaggregated information about a company’s effective tax rate reconciliation and requires disclosure of income taxes paid by jurisdiction.

The amendments are effective for fiscal years beginning after December 15, 2024, which would require us to adopt the provisions in our fiscal 2026 Form 10-K.

Footnote Index

amendments are effective for fiscal years beginning after December 15, 2024, which require us to adopt the provisions in our fiscal 2026 Form 10-K.

The amendments should be applied prospectively;

however, retrospective application is permitted.

Management does not expect this ASU to have a material impact on our disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires, for each relevant expense caption on the income statement, detailed disclosure amounts for purchases of inventory, employee compensation, depreciation, and intangible asset amortization.

In addition, this ASU requires companies to include amounts already required by GAAP in the same disclosure, provide a qualitative description of remaining amounts not separately disaggregated, and disclose the amount of total selling expenses along with the companies’ definition of selling expenses.

The amendment is effective for fiscal years beginning after December 15, 2026, which would require us to adopt the provisions in our fiscal 2028 Form 10-K.

Early adoption is permitted.

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Management is currently evaluating this ASU to determine its impact on our disclosures.

In March 2024, the SEC adopted the final rule under SEC Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors.

This rule will require registrants to disclose certain climate-related information in registration statements and annual reports.

In April 2024, the SEC voluntarily stayed the final rule as a result of pending legal challenges.

The disclosure requirements will apply to our fiscal year beginning June 26, 2025 (fiscal 2026 Form 10-K), pending resolution of the stay.

Management is currently evaluating the final rule to determine its impact on our disclosures.

Footnote Index

REVENUE RECOGNITION

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Thereafter 6.4

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Deferred Gift Card Revenues

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( 10.0 ) ( 11.1 )

Other 0.2 0.2

Ending balance $ 57.2 $ 64.8

Footnote Index

FAIR VALUE MEASUREMENTS

Financial Instruments

The fair values of cash and cash equivalents, accounts receivable and accounts payable approximate their carrying amounts because of the short maturity of these items.

The carrying amount of long-term debt outstanding related to our revolving credit facility approximates fair value as the interest rate on this instrument approximates current market rates (Level 2).

As of the end of fiscal 2024, there was no outstanding balance on the revolving credit facility.

Refer to Note 7 - Debt for more information regarding our long-term debt including our 5.000% and 8.250% notes.

The fair values of these notes are based on quoted market prices and are considered Level 2 fair value measurements, and the carrying amounts and the fair values are as follows:

The fair values of our notes are based on observable bid prices and are considered Level 2 fair value measurements, and the carrying amounts and the fair values are as follows:

June 25, 2025 June 26, 2024

1 unchanged sentence

8.25 % notes $ 346.0 $ 372.3 $ 345.2 $ 367.8

5.00 % notes (1)

— — 349.8 349.6

(1) On October 1, 2024, the 5.00% notes matured and were repaid in full using borrowings under our revolving credit facility.

Non-Financial Assets

We review the carrying amounts of non-financial assets, primarily long-lived property and equipment, finance lease assets, operating lease assets, reacquired franchise rights, goodwill and transferable liquor licenses annually or when events or circumstances indicate that the fair value may not substantially exceed the carrying amount.

2 unchanged sentences

We record an impairment charge for the excess of the carrying amount over the fair value.

Footnote Index

During fiscal 2025 and fiscal 2024 we impaired certain long-lived assets and operating lease assets primarily related to 13 and 35 underperforming Chili’s restaurants, respectively.

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Refer to Note 13 - Other Gains and Charges for more information.

Footnote Index

GOODWILL AND INTANGIBLES

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$ 10.0 $ 10.1

(1) The carrying value of Definite-lived intangible assets was adjusted for closure write offs and impairment charges in fiscal 2024 and 2023.

Amortization expenses for all definite-lived intangible assets were recorded in Depreciation and amortization in the Consolidated Statements of Comprehensive Income as follows:

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Definite-lived intangibles amortization expense $ 2.3 $ 3.0 $ 3.2

Annual amortization expenses for definite-lived intangible assets are estimated to be $ 2.7 million for fiscal 2025 and fiscal 2026, $ 2.6 million for fiscal 2027, $ 0.9 million fiscal 2028 and $ 0.5 million for fiscal 2029.

Footnote Index

Estimated annual amortization expenses for definite-lived intangible assets for the next five years are as follows:

Fiscal Year Amortization Expense

ACCRUED LIABILITIES

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Sales tax 22.8 18.4

Interest 18.1 6.4

Current installments of finance lease obligations 17.6 14.1

Interest 13.5 18.1

Utilities and services 10.5 10.0

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Our lease agreements do not contain any material residual value guarantees or material covenant restrictions.

Footnote Index

Consolidated Balance Sheet Disclosure of Lease Amounts

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(2) Operating lease assets are recorded in Operating lease assets and the related current and long-term lease liabilities are recorded within Operating lease liabilities and Long-term operating lease liabilities, less current portion, respectively.

Footnote Index

Consolidated Statement of Comprehensive Income Disclosure of Lease Amounts

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Total lease costs, net $ 285.8 $ 263.2 $ 265.8

Footnote Index

Consolidated Statement of Cash Flows Disclosure of Lease Amounts

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Finance leases 17.9 53.7 0.3

(1) Non-cash operating lease assets obtained in exchange for operating lease liabilities were higher in fiscal 2022 primarily due to the new and assumed operating lease additions associated with the 68 restaurants purchased from three former franchisees, including sale leaseback transactions on six of the acquired restaurants.

The combined transactions resulted in increased operating lease assets of $ 86.8 million as of the end of fiscal 2022, and cash proceeds of $ 20.5 million were received from the sale leaseback transactions.

Additionally, the modifications of 25 leases in fiscal 2022 from finance leases to operating leases, resulted in increased operating lease assets of $ 47.9 million.

Weighted Average Lease Term and Discount Rate

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Weighted average discount rate 5.9 % 6.1 % 5.9 % 6.0 %

Footnote Index

Lease Maturity Analysis

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Pre-Commencement Leases

In fiscal 2024, we executed four leases for new Chili’s locations and one lease for a new Maggiano’s location with undiscounted fixed payments over the initial term of $ 15.5 million.

In fiscal 2025, we executed 3 real estate leases for new or relocated Chili’s and Maggiano’s locations with undiscounted fixed payments over the initial term of $ 30.5 million.

These leases will commence when the landlords make the property available to us for new restaurant construction.

We will assess the reasonably certain lease term at the lease commencement date.

Footnote Index

Long-term debt consists of the following:

June 25, 2025 June 26, 2024

Revolving credit facility $ — $ 161.3

$ 350.0 $ 350.0

5.00% notes (1)

Revolving credit facility — —

Finance lease obligations 97.6 105.4

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Total long-term debt, less current portion $ 426.0 $ 786.3

(1) Obligations under our 5.000% notes, which mature on October 1, 2024 , have been classified as long-term, reflecting our intent and ability to refinance these notes through our existing revolving credit facility.

(1) On October 1, 2024, the 5.00% notes matured and were repaid in full using borrowings under our revolving credit facility.

(2) Current installments of finance lease obligations, for the periods presented, are recorded within Other accrued liabilities in the Consolidated Balance Sheets.

Refer to Note 5 - Accrued Liabilities for further details.

Footnote Index

Excluding finance lease obligations and interest, our long-term debt maturities for the five fiscal years following June 25, 2025 and thereafter are as follows:

1 unchanged sentence

Thereafter 350.0

In fiscal 2023, we issued $ 350.0 million of 8.25 % senior notes due July 15, 2030 .

The 8.25% notes require semi-annual interest payments in arrears, on each January 15 and July 15, which began on January 15, 2024.

Revolving Credit Facility

The $ 900.0 million revolving credit facility, as amended, matures on August 18, 2026 and bears interest at a rate of SOFR plus an applicable margin of 1.60 % to 2.35 % and an undrawn commitment fee of 0.25 % to 0.35 %, both based on a function of our debt-to-cash-flow ratio.

On May 1, 2025, we amended our $ 900.0 million revolving credit facility to increase the capacity to $ 1.0 billion.

The Company incurred and capitalized $ 3.6 million of debt issuance costs associated with the revolving credit facility during fiscal 2025, which are included in Other assets in the Consolidated Balance Sheets.

The $ 1.0 billion revolving credit facility, as amended, matures on May 1, 2030 and bears interest of SOFR plus an applicable margin of 1.25 % to 2.00 % and an undrawn commitment fee of 0.20 % to 0.30 %, both based on a function of our debt-to-cash-flow ratio.

As of June 25, 2025, our interest rate was 5.82 % consisting of SOFR of 4.32 % plus the applicable margin and spread adjustment of 1.50 %.

As of June 26, 2024, there was $ 900.0 million of borrowing capacity under the revolving credit facility.

8.250 % Notes

In fiscal 2023, we issued $ 350.0 million of 8.250 % se nior notes due July 15, 2030 (the “2030 Notes”).

The 2030 Notes require semi-annual interest payments in arrears, on each January 15 and July 15, which began on January 15, 2024.

5.000 % Notes

In fiscal 2017, we issued $ 350.0 million of 5.000 % senior notes due October 1, 2024 (the “2024 Notes”).

The notes require semi-annual interest payments which began on April 1, 2017.

As of June 25, 2025, there was $ 1.0 billion available under the revolving credit facility.

Financial and Other Covenants

The indentures for the 2024 Notes and 2030 Notes contain certain covenants, including, but not limited to, limitations and restrictions on the ability of the Company and its Restricted Subsidiaries (as defined in the indentures) to (i) create liens on Principal Property (as defined in the Indenture) and (ii) merge, consolidate or amalgamate with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of their property.

The 8.25% notes contain certain covenants, including, but not limited to, limitations and restrictions on the ability of the Company and its Restricted Subsidiaries (as defined in the indentures) to (i) create liens on Principal Property

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(as defined in the indenture) and (ii) merge, consolidate or amalgamate with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of their property.

These covenants are subject to a number of important conditions, qualifications, exceptions and limitations.

Our debt agreements contain various financial covenants that, among other things, require the maintenance of certain leverage ratios.

As of June 26, 2024, we were in compliance with our covenants pursuant to the $900.0 million revolving credit facility and under the terms of the indentures governing our 5.000% and 8.250% notes .

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As of June 25, 2025, we were in compliance with our covenants pursuant to the $ 1.0 billion revolving credit facility and under the terms of the indentures governing our 8.25 % notes.

COMMITMENTS AND CONTINGENCIES

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We have received notices of default and have been named a party in lawsuits pertaining to some of these leases in circumstances where the current lessee did not pay its rent obligations.

We recorded a $ 0.8 million and $ 2.0 million charge related to these leases and lawsuits in fiscal 2024 and fiscal 2023, respectively, which are included in Other (gains) and charges in the Consolidated Statements of Comprehensive Income.

We recorded a $ 1.7 million, $ 0.8 million, and $ 2.0 million charge related to these leases and lawsuits in fiscal 2025, fiscal 2024 and fiscal 2023 respectively, which are included in Other (gains) and charges in the Consolidated Statements of Comprehensive Income.

We will continue to closely monitor our exposure.

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In the Litigation, plaintiffs assert various claims at the Company’s Chili’s restaurants involving customer payment card information and seek monetary damages in excess of $ 5.0 million, injunctive and declaratory relief, and attorney’s fees and costs.

On April 29, 2024, the US Supreme Court denied our petition for certiorari concerning review of the Eleventh Circuit’s decision to uphold plaintiff’s damages calculation.

Accordingly, the parties continue to await the trial court’s ruling on the issue of predominance as it relates to class certification in light of the Eleventh Circuit’s ruling on this issue.

We believe we have defenses and intend to continue defending the Litigation.

As such, as of June 26, 2024, we have concluded that a loss, or range of loss, from this matter is not determinable, therefore, we have not recorded a liability related to the Litigation.

On June 27, 2025, two days following the end of fiscal 2025, the district court issued an order denying plaintiff’s motion for class certification and further ordered the plaintiff to file a notice regarding whether she intends to proceed with the case on an individual basis.

We anticipate the plaintiff will not pursue the matter further and the case will be dismissed.

In light of these developments, we have concluded that a loss from this matter is not likely, and therefore have not recorded a liability related to the Litigation.

We will continue to evaluate this matter based on new information as it becomes available.

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Evaluating contingencies related to litigation is a process involving judgment on the potential outcome of future events, and the ultimate resolution of litigated claims may differ from our current analysis.

Accordingly, we review the adequacy of accruals and disclosures pertaining to litigated matters each quarter in consultation with legal counsel and we assess the probability and range of possible losses associated with contingencies for potential accrual in the Consolidated Financial Statements.

Accordingly, we review the adequacy of accruals and disclosures pertaining to litigated matters each quarter in consultation with legal

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counsel and we assess the probability and range of possible losses associated with contingencies for potential accrual in the Consolidated Financial Statements.

We are engaged in various legal proceedings and have certain unresolved claims pending.

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Based upon consultation with legal counsel, management is of the opinion that there are no matters pending or threatened which are expected to have a material adverse effect, individually or in the aggregate, on the consolidated financial condition or results of operations.

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Income before income taxes consists of the following:

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Total current income tax expenses 64.4 30.2 19.2

Deferred income tax (benefit) expenses:

Deferred income tax expenses (benefit):

Federal 15.2 ( 18.2 ) ( 29.5 )

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Foreign ( 0.1 ) 0.1 0.5

Total deferred income tax (benefit) expenses ( 20.6 ) ( 31.0 ) ( 11.6 )

Total deferred income tax expenses (benefit) 12.5 ( 20.6 ) ( 31.0 )

Provision (benefit) for income taxes $ 76.9 $ 9.6 $ ( 11.8 )

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Federal credit carryover 26.7 61.2

Depreciation and capitalized interest on property and equipment 15.8 —

Employee benefit plans 0.1 —

Net operating losses 3.7 4.4

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Restructure charges and impairments 3.8 3.0

Depreciation and capitalized interest on property and equipment 31.3 15.8

Other, net 13.9 11.9

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Goodwill and other amortization 23.0 23.0

Depreciation and capitalized interest on property and equipment — 0.7

Prepaid expenses 17.9 16.8

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We have deferred tax assets of $ 26.7 million of federal and $ 0.2 million of state tax credits, before federal benefit and valuation allowance, which expire at various dates between 2026 and 2045.

The recognized deferred tax asset, net of valuation allowance and federal benefit, for the state loss carryforwards is $ 2.5 million and the state tax credit carryforwards is $ 0.5 million.

The recognized deferred tax asset, net of valuation allowance and federal benefit, for the state loss carryforwards is $ 2.0 million and there is no valuation allowance on the state credit carryovers.

There is no valuation allowance on the federal credit carryover and $ 4.6 million is limited by Section 382 of the Internal Revenue Code.

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Additions based on tax positions related to the current year 0.5 0.4

Additions (Decreases) based on tax positions related to prior years — 0.1

Expiration of statute of limitations ( 0.7 ) ( 0.3 )

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We have various state income tax returns in the process of examination or settlements.

Our federal returns for fiscal 2023 to 2024 are currently under examination through the Internal Revenue Service:

Our federal return for fiscal 2024 is currently under examination through the Internal Revenue Service:

Compliance Assurance Process (CAP) program.

Our federal return for fiscal 2025 is under examination through the Internal Revenue Service:

Our federal returns for fiscal 2025 to fiscal 2026 are under examination through the Internal Revenue Service:

Bridge Plus program.

There are no unrecorded liabilities associated with these examinations.

SHAREHOLDERS’ EQUITY (DEFICIT)

Retirement of Common Stock

During the first quarter of fiscal 2023, the Board of Directors approved the retirement of 10.0 million shares of Treasury stock for a weighted average price per share of $ 30.71 .

As of June 26, 2024, 15.3 million shares remain in treasury.

SHAREHOLDERS’ EQUITY

Share Repurchases

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We evaluate potential share repurchases under our plan based on several factors, including our cash position, share price, operational liquidity, proceeds from divestitures, borrowings and planned investment and financing needs.

Repurchased shares are reflected as an increase in Treasury stock within Shareholders’ equity (deficit) in the Consolidated Balance Sheets.

Repurchased shares are reflected as an increase in Treasury stock within Shareholders’ equity in the Consolidated Balance Sheets.

In fiscal 2025, we repurchased 1.0 million shares of our common stock for $ 76.0 million as part of our share repurchase program and 0.2 million shares of our common stock for $ 14.2 million from team members to satisfy tax withholding obligations on the vesting of restricted shares.

These withheld shares of common stock are not considered common stock repurchases under our authorized common stock repurchase plan.

In fiscal 2022, the Company repurchased 2.3 million shares of our common stock for $ 96.0 million as part of our share repurchase program.

In fiscal 2024, the Company repurchased 0.7 million shares of our common stock for $ 21.0 million as part of our share repurchase program and 0.1 million shares of our common stock for $ 4.8 million from team members to satisfy tax withholding obligations on the vesting of restricted shares.

These withheld shares of common stock in fiscal 2025 and fiscal 2024 are not considered common stock repurchases under our authorized common stock repurchase plan.

The company did not repurchase any shares under the repurchase program in fiscal 2023.

As of June 26, 2024, approximately $ 183.0 million was available in the share repurchase program.

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As of June 25, 2025, we had $ 107.0 million of authorized repurchases remaining under the share repurchase program.

STOCK-BASED COMPENSATION

Our shareholder approved stock-based compensation plans include the Stock Option and Incentive Plan for employees (“Employee Plan”) and the Stock Option and Incentive Plan for Non-Employee Directors and Consultants (“Non-Employee Plan” and collectively, the “Plans”).

In fiscal 2023, our shareholders approved and we registered an additional 0.3 million shares of common stock of Brinker International, Inc.

available for issuance under the Non-Employee Plan.

Our stockholder-approved stock-based compensation plans include the 2024 Stock Option and Incentive Plan (the “2024 Plan”) for employees, the 1998 Stock Option and Incentive Plan (as amended, the “1998 Plan”) for employees, and the 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants (the “Non-Employee Plan” and collectively, the “Plans”).

In November 2024, our stockholders approved the 2024 Plan and

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authorized approximately 3.5 million shares of our common stock for issuance under the 2024 Plan.

The 2024 Plan replaced the 1998 Plan, and no further awards will be granted under the 1998 Plan.

Our Non-Employee Plan remains in effect.

In fiscal 2023, our stockholders approved an additional 0.3 million shares of our common stock for issuance under the Non-Employee Plan.

The Plans provide for grants of options to purchase our common stock, performance shares, restricted stock, restricted stock units, and stock appreciation rights.

Additionally, grants to eligible employees may vest over a specified period of time or service period, or may contain performance-based conditions.

As of June 26, 2024, the total number of shares authorized for issuance to employees and non-employee directors and consultants under the Plans was 39.0 million shares.

As of June 25, 2025, the total number of shares available for issuance pursuant to future awards under the Plans was 3.6 million shares.

Presented below is total stock-based compensation expenses, and the related total income tax benefit recognized in the Consolidated Statements of Comprehensive Income:

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Restricted Share Awards

Restricted share awards consist of performance shares and restricted stock units.

In fiscal 2025, fiscal 2024 and fiscal 2023, eligible employees under the Plans were granted performance shares whose vesting is contingent upon meeting Company performance goals based on our earnings at the end of a three-fiscal-year period.

The number of shares that will vest varies depending on the amount of earnings achieved as compared to the target amount.

The fiscal 2024 and fiscal 2023 grants also include a provision that will increase or decrease the number of shares to be vested if Brinker’s relative TSR ranking compared to the peer group falls in the top 25% or bottom 25%, respectively.

The grants also include a provision that will increase or decrease the number of shares to be vested if Brinker’s TSR ranking compared to the peer group falls in the top 25% or bottom 25%, respectively.

The number of shares that can vest ranges from 0% of target to 200% of target.

Expenses are recognized ratably over the vesting period, or to the date on which retirement eligibility is achieved, if shorter, based upon management’s periodic estimates of the number of shares that will be earned under the Company performance metric.

Expenses are recorded to General and administrative expenses on a straight-line basis over the vesting period, or to the date on which retirement eligibility is achieved, if shorter, based upon management’s periodic estimates of the number of shares that will be earned under the Company earnings performance metric.

In November 2024, the Board of Directors approved the 2025 Executive Performance Share Retention Plan and the granting of performance shares to Kevin Hochman, our CEO and President of the Company and President of Chili’s Grill & Bar, and certain other executives of the Company at a total grant date fair value of $ 25.0 million.

The number of shares that can vest ranges from 0% to 200% of the target number of performance shares granted based on Brinker’s TSR over a five-year period from September 26, 2024 through September 25, 2029, relative to the TSR of the peer group.

There is a cap on the dollar value of performance shares that may be earned based on a multiple of the target number of performance shares and the Company’s stock price on the grant date.

Additionally, vesting is generally contingent upon continuous service during the performance period.

Expense is recorded to General and administrative expenses on a straight-line basis over the vesting period based on the fair value of the shares as determined by a Monte Carlo simulation on the grant date .

The Monte Carlo simulation used a volatility assumption of 68.47 % for Brinker stock, a risk-free interest rate of 4.22 %, a dividend yield of 0 %, and a term of 4.88 years which resulted in a fair value per share of $ 100.62 .

Restricted stock units granted to eligible employees under the Plans generally vest over a three-year period from the date of grant.

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Full or partial vesting of awards may occur upon a change in control (as defined in the Plans), or upon an employee’s death, disability or involuntary termination.

Restricted stock units granted to non-employee directors under the Plans are non-forfeitable and are expensed upon grant.

Restricted stock units granted to non-employee directors under the Non-Employee Plan are non-forfeitable and are expensed upon grant.

Non-employee directors’ awards have variable distribution dates ranging from one year after grant to two years following departure from the Board.

Restricted share award transactions, including performance shares reflected at target, during fiscal 2024 were as follows (fair value per award in dollars):

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Restricted share award transactions, including unvested performance shares reflected at target, during fiscal 2025 were as follows (fair value per award in dollars):

Awards Weighted

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Granted 0.6 87.16

Granted adjustment for performance achievement ( 0.1 ) 53.76

Vested ( 0.5 ) 37.15

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Restricted share awards outstanding at June 25, 2025 1.6 $ 52.14

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As of June 25, 2025, unrecognized compensation expenses related to unvested restricted share awards that are expected to vest totaled approximately $ 45.8 million and will be recognized over a weighted average period of 2.9 years.

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Stock Options

In fiscal 2019 and fiscal 2018, certain eligible employees under the Plans were granted performance stock options whose vesting was contingent upon meeting Company performance goals based on our annual earnings at the end of fiscal 2021 and fiscal 2022.

Expenses for performance stock options were recognized using a graded-vesting schedule over the vesting period based upon management’s periodic estimates of the number of stock options that ultimately vested.

At the end of fiscal 2021, the first performance goal was met, resulting in the vesting of 0.4 million, or one-half, of the outstanding performance stock options.

At the end of fiscal 2022, the second performance goal was not met, which resulted in the forfeiture of the remaining 0.4 million performance stock options.

The options have a contractual term to exercise of no later than August 31, 2025.

Stock options that do not contain a performance condition were also granted to eligible employees in the fiscal years prior to fiscal 2021.

Stock options were granted to eligible employees in the fiscal years prior to fiscal 2021.

Expenses related to these stock options were recognized using a graded-vesting schedule over the vesting period or to the date on which retirement eligibility was achieved, if shorter.

Stock options generally vested over a period of 1 to 4 years and have contractual terms to exercise of 8 years.

Stock options generally vested over a period of 1 to 4 years and had contractual terms to exercise of 8 years.

Full or partial vesting of awards may have occurred upon a change in control (as defined in the Plans), or upon an employee’s death, disability or involuntary termination.

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Life (Years) Aggregate

Stock options outstanding at June 28, 2023 1.0 $ 40.74

Exercised ( 0.7 ) 40.94

Forfeited or canceled ( 0.1 ) 49.09

Stock options outstanding and exercisable at June 26, 2024 0.24 $ 38.03

Exercised ( 0.20 ) 38.85

Canceled — 36.49

Stock options outstanding and exercisable at June 25, 2025 0.04 $ 34.43 1.9 years $ 6.2

The intrinsic value and related tax benefit of options exercised is as follows:

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Tax benefit realized on options exercised 1.8 1.1 0.8

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DEFINED CONTRIBUTION PLAN

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The plan covers all employees who have attained the age of 21 and have completed 90 days of eligible service.

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Eligible employees are allowed to contribute, subject to IRS limitations on total annual contributions, up to 50 % of their base compensation and 100 % of their eligible bonuses, as defined in the plan, to various investment funds.

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June 25, 2025 June 26, 2024 June 28, 2023

Litigation & claims, net $ 22.4 $ 6.6 $ 2.5

Enterprise system implementation costs 14.1 14.0 4.7

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Restaurant closure asset write-offs and charges 4.1 10.1 8.3

Litigation & claims, net 6.6 2.5 3.4

Severance and other benefit charges 2.4 0.5 3.7

Lease contingencies 1.7 0.8 2.0

Severance 0.5 3.7 —

Remodel-related asset write-offs 0.5 1.1 4.9

Gain on sale of assets, net ( 0.5 ) ( 2.7 ) ( 3.7 )

Loss from natural disasters, net (of insurance recoveries) ( 3.7 ) ( 0.4 ) 0.8

Lease modification gain, net ( 5.1 ) ( 0.3 ) ( 0.7 )

Other 1.8 2.3 3.0

$ 41.8 $ 43.2 $ 32.7

Enterprise system implementation costs primarily consists of software subscription fees, certain consulting fees, and contract labor associated with the ongoing enterprise system implementation.

Litigation & claims, net in the current year primarily relates to legal contingencies, inclusive of certain extraordinary one-time settlements related to employment and intellectual property claims, and alcohol service-related cases.

Enterprise system implementation costs primarily consists of software subscription fees and certain other costs prior to implementation and post go-live support of the cloud based Enterprise Resource Planning (“ERP”) system.

Restaurant-level impairment charges primarily associated with the following long-lived assets:

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• Fiscal 2024 - 35 underperforming Chili’s restaurants.

• Fiscal 2022 - 30 underperforming Chili’s and two underperforming Maggiano’s restaurants.

• Fiscal 2023 - 38 underperforming Chili’s restaurants.

Restaurant closure asset write-offs and charges includes costs associated with the closure of certain Chili’s and Maggiano’s restaurants.

Litigation & claims, net primarily relates to claims on alcohol service cases and legal contingencies.

Lease contingencies includes expenses related to certain sublease receivables and lease guarantees for divested brands when we have determined it is probable that the current lessee will default on the lease obligation.

Severance and other benefit charges relates to changes in our management team and organizational structure.

Lease contingencies includes expenses related to lease guarantees and certain sublease receivables for divested brands when we have determined it is probable that the current lessee will default on the lease obligation.

Refer to Note 8 - Commitments and Contingencies for additional information about our secondarily liable lease guarantees.

Severance relates to changes in our management team and organizational structure.

Footnote Index

Remodel-related asset write-offs relates to assets that are removed or discarded in connection with Chili’s and Maggiano’s remodel projects.

Gain on sale of assets, net relates to sale of land parcel for a closed Chili’s restaurant in fiscal 2024 and sale of land parcels on three previously closed Chili’s restaurants in fiscal 2023.

Gain on sale of assets, net relates to the sale of alcohol licenses for closed restaurants in fiscal 2025 and the sale of a land parcel for a closed Chili’s restaurant in fiscal 2024.

Loss from natural disasters, net (of insurance recoveries) in the current year primarily relates to proceeds received from fiscal 2021 Winter Storm claim, partially offset by costs incurred related to Hurricane Helene and Hurricane Milton.

Lease modification gain, net in the current year primarily relates to a lease termination fee received from a landlord associated with a Maggiano’s location and reduction of lease liabilities of certain closed Chili’s restaurants.

SEGMENT INFORMATION

Our chief operating decision maker (“CODM”) is the President and Chief Executive Officer.

Our CODM uses Operating income as the measure for assessing performance and allocating resources of our segments.

Our operating segments are Chili’s and Maggiano’s.

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The Maggiano’s segment includes the results of our Company-owned Maggiano’s restaurants in the United States as well as royalties and other fees from our domestic franchise business.

Costs related to our restaurant support teams for the Chili’s and Maggiano’s brands, including operations, finance, franchise, marketing, human resources and culinary innovation are included in the results of our operating segments.

The Corporate segment includes costs related to the common and shared infrastructure, including accounting, information technology, purchasing, guest relations, legal and restaurant development.

Company sales for each operating segment include revenues generated by the operation of Company-owned restaurants including food and beverage sales, net of discounts, Maggiano’s banquet service charge income, gift card breakage, delivery, digital entertainment revenues, merchandise income and are net of gift card discount costs from third-party gift card sales.

Franchise revenues for each operating segment include royalties, franchise advertising fees, franchise and development fees and gift card equalization.

Costs related to our restaurant support teams for the Chili’s and Maggiano’s brands, including operations, brand recruiting, finance, marketing, culinary innovation and franchise are included in the results of our operating segments.

The Corporate segment includes unallocated costs such as information technology, human capital management, accounting, legal, purchasing, and restaurant development.

Company sales for each operating segment include revenues generated by the operation of Company-owned restaurants including food and beverage sales, net of discounts, Maggiano’s banquet service charge income, delivery, gift card breakage, digital entertainment revenues, merchandise income and are net of gift card discount costs from third-party gift card sales.

Franchise revenues for each operating segment include royalties, franchise advertising fees, franchise and development fees, and other service fees.

Operating income includes revenues and expenses directly attributable to segment-level results of operations.

Restaurant expenses during the years presented primarily includes restaurant rent, repairs and maintenance, advertising, supplies, utilities, delivery fees, payment processing fees, franchise and property taxes, workers’ compensation and general liability insurance, to-go supplies, and supervision expenses.

We do not rely on any major customers as a source of sales , and the customers and long-lived assets of our operating segments are predominantly located in the United States.

There were no material transactions between our operating segments.

Our chief operating decision maker uses Operating income as the measure for assessing performance of our segments.

Operating income includes revenues and expenses directly attributable to segment-level results of operations.

Restaurant expenses during the years presented primarily included restaurant rent, repairs and maintenance, supplies, utilities, delivery fees, advertising, payment processing fees, franchise and property taxes, workers’ compensation and general liability insurance.

supervision expenses, and to-go supplies.

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Segment assets $ 2,153.8 $ 256.4 $ 268.4 $ 2,678.6

Payments for property and equipment 172.0 16.5 10.4 198.9

Fiscal Year Ended June 26, 2024

Chili's Maggiano's Corporate Consolidated

Maggiano's Corporate Consolidated

Company sales $ 3,876.0 $ 495.1 $ — $ 4,371.1

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Segment assets $ 2,158.4 $ 259.1 $ 175.6 $ 2,593.1

Payments for property and equipment 158.1 16.6 10.2 184.9

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Income (loss) before income taxes $ 218.3 $ 53.8 $ ( 181.3 ) $ 90.8

Payments for property and equipment $ 133.7 $ 9.1 $ 7.5 $ 150.3

Segment assets $ 2,079.5 $ 244.5 $ 163.0 $ 2,487.0

SUBSEQUENT EVENT

Share Repurchase Program

In August 2025, our Board of Directors authorized an additional $ 400.0 million under our share repurchase program, allowing for a total available authority of $ 507.0 million.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data