What changed in this filing

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Item 1. Financial Statements

2025-10-29 compared with 2025-04-29 · 103 added, 195 removed, 350 unchanged (46% of the section changed)

3 unchanged sentences

(In millions, except per share amounts)

Thirteen Week Periods Ended Thirty-Nine Week Periods Ended

2025 March 27,

2024 March 26,

2025 March 27,

Thirteen Week Periods Ended

September 24,

2025 September 25,

Company sales $ 1,335.4 $ 1,127.3

26 unchanged sentences

(In millions, except per share amounts)

September 24,

2025 June 25,

5 unchanged sentences

Prepaid expenses 30.4 24.6

Income taxes receivable 2.6 —

Total current assets 214.5 207.0

30 unchanged sentences

$ 0.10 par value;

60.3 million shares issued and 44.4 million shares outstanding at March 26, 2025 and 60.3 million shares issued and 45.0 million shares outstanding at June 26, 2024)

60.3 million shares issued and 44.4 million shares outstanding at September 24, 2025 and 60.3 million shares issued and 44.5 million shares outstanding at June 25, 2025)

Additional paid-in capital 660.8 714.5

Accumulated other comprehensive loss ( 6.5 ) ( 6.4 )

Retained earnings (Accumulated deficit) 79.5 ( 196.6 )

Treasury stock, at cost ( 15.9 million shares at March 26, 2025, and 15.3 million shares at June 26, 2024)

Retained earnings 286.0 186.5

Treasury stock, at cost ( 15.9 million shares at September 24, 2025, and 15.8 million shares at June 25, 2025)

( 602.4 ) ( 529.7 )

5 unchanged sentences

(In millions)

Thirty-Nine Week Periods Ended

2025 March 27,

Thirteen Week Periods Ended

September 24,

2025 September 25,

Cash flows from operating activities

23 unchanged sentences

Payments for property and equipment ( 58.6 ) ( 56.5 )

Proceeds from note receivable — 1.3

Proceeds from sale of assets 0.2 —

4 unchanged sentences

Payments on revolving credit facility ( 165.0 ) ( 65.0 )

Payments on long-term debt ( 366.3 ) ( 14.4 )

Purchases of treasury stock ( 134.5 ) ( 74.8 )

Payments on long-term debt ( 3.9 ) ( 8.2 )

Proceeds from issuance of treasury stock 0.2 3.4

Payments for debt issuance costs — ( 0.1 )

Payments of dividends — ( 0.2 )

Net cash used in financing activities ( 48.2 ) ( 54.7 )

8 unchanged sentences

BRINKER INTERNATIONAL, INC.

Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited)

Consolidated Statements of Shareholders’ Equity (Unaudited)

(In millions)

Thirty-Nine Week Period Ended March 26, 2025

Thirteen Week Period Ended September 24, 2025

Common Stock Additional

Capital Retained Earnings (Accumulated Deficit) Treasury

Capital Retained Earnings Treasury

Stock Accumulated

2 unchanged sentences

Net income — — 99.5 — — 99.5

Other comprehensive income — — — — 0.1 0.1

Stock-based compensation — 7.1 — — — 7.1

Purchases of treasury stock — ( 4.8 ) — ( 70.3 ) — ( 75.1 )

Issuances of treasury stock — ( 12.2 ) — 14.9 — 2.7

Balances at September 25, 2024 $ 6.0 $ 697.9 $ ( 158.1 ) $ ( 526.9 ) $ ( 6.2 ) $ 12.7

Net income — — 118.5 — — 118.5

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

2 unchanged sentences

Issuances of treasury stock — ( 29.2 ) — 29.4 — 0.2

Balances at December 25, 2024 $ 6.0 $ 704.5 $ ( 39.6 ) $ ( 532.7 ) $ ( 6.7 ) $ 131.5

Net income — — 119.1 — — 119.1

Other comprehensive income — — — — 0.1 0.1

Stock-based compensation — 8.8 — — — 8.8

Purchases of treasury stock — ( 0.8 ) — ( 0.3 ) — ( 1.1 )

Issuances of treasury stock — ( 0.9 ) — 1.5 — 0.6

Balances at March 26, 2025 $ 6.0 $ 711.6 $ 79.5 $ ( 531.5 ) $ ( 6.6 ) $ 259.0

See accompanying Notes to Consolidated Financial Statements (Unaudited)

Thirty-Nine Week Period Ended March 27, 2024

Balances at September 24, 2025 $ 6.0 $ 660.8 $ 286.0 $ ( 602.4 ) $ ( 6.5 ) $ 343.9

Thirteen Week Period Ended September 25, 2024

Common Stock Additional

4 unchanged sentences

Net income — — 38.5 — — 38.5

Other comprehensive loss — — — — ( 0.2 ) ( 0.2 )

Stock-based compensation — 5.7 — — — 5.7

Purchases of treasury stock — ( 0.2 ) — ( 24.5 ) — ( 24.7 )

Issuances of treasury stock — ( 11.7 ) — 11.7 — —

Balances at September 27, 2023 $ 6.0 $ 683.8 $ ( 344.7 ) $ ( 495.2 ) $ ( 6.2 ) $ ( 156.3 )

Net income — — 42.1 — — 42.1

Other comprehensive income — — — — 0.1 0.1

2 unchanged sentences

Issuances of treasury stock — ( 12.2 ) — 14.9 — 2.7

Balances at December 27, 2023 $ 6.0 $ 687.0 $ ( 302.6 ) $ ( 493.9 ) $ ( 6.0 ) $ ( 109.5 )

Net income — — 48.7 — — 48.7

Other comprehensive loss — — — — ( 0.2 ) ( 0.2 )

Stock-based compensation — 6.4 — — — 6.4

Purchases of treasury stock — ( 0.2 ) — ( 0.3 ) — ( 0.5 )

Issuances of treasury stock — 0.2 — 8.2 — 8.4

Balances at March 27, 2024 $ 6.0 $ 693.4 $ ( 253.9 ) $ ( 486.0 ) $ ( 6.2 ) $ ( 46.7 )

Balances at September 25, 2024 $ 6.0 $ 697.9 $ ( 158.1 ) $ ( 526.9 ) $ ( 6.2 ) $ 12.7

See accompanying Notes to Consolidated Financial Statements (Unaudited)

18 unchanged sentences

and its subsidiaries and any predecessor companies of Brinker International, Inc.

Our Consolidated Financial Statements (Unaudited) as of March 26, 2025 and June 26, 2024, and for the thirteen and thirty-nine week periods ended March 26, 2025 and March 27, 2024, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Our Consolidated Financial Statements (Unaudited) as of September 24, 2025 and June 25, 2025, and for the thirteen week periods ended September 24, 2025 and September 25, 2024, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

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

As of March 26, 2025, we owned, operated or franchised 1,626 restaurants, consisting of 1,163 Company-owned restaurants and 463 franchised restaurants, located in the United States, 28 other countries and two United States territories.

As of September 24, 2025, we owned, operated or franchised 1,630 restaurants, consisting of 1,161 Company-owned restaurants and 469 franchised restaurants, located in the United States, 28 other countries and two United States territories.

Our restaurant brands, Chili’s and Maggiano’s, are both operating segments and reporting units.

Use of Estimates

10 unchanged sentences

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued 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 require us to adopt the provisions in our fiscal 2025 Form 10-K.

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):

4 unchanged sentences

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

Footnote Index

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

3 unchanged sentences

Early adoption is permitted.

Footnote Index

The amendments should be applied prospectively;

6 unchanged sentences

We also expect to earn subsequent period royalties and advertising fees related to our franchise contracts;

however, due to the variability and uncertainty of these future revenues based upon a sales-based measure, these future revenues are not yet estimable as the performance obligations remain unsatisfied.

however, due to the variability and uncertainty of these future revenues which depend upon a sales-based measure, these future revenues are not yet estimable as the performance obligations remain unsatisfied.

Deferred franchise and development fees are classified within Other accrued liabilities for the current portion expected to be recognized within the next 12 months, and Other liabilities for the long-term portion in the Consolidated Balance Sheets (Unaudited).

The following table reflects the changes in deferred franchise and development fees between June 26, 2024 and March 26, 2025:

The following table reflects the changes in deferred franchise and development fees between June 25, 2025 and September 24, 2025:

Deferred Franchise and Development Fees

2 unchanged sentences

Amount recognized to Franchise revenues ( 0.3 )

Balance as of March 26, 2025 $ 9.7

The following table illustrates franchise and development fees expected to be recognized in the future related to performance obligations that were unsatisfied or partially unsatisfied as of March 26, 2025:

Balance as of September 24, 2025 $ 9.6

Fiscal Year Franchise and Development Fees Revenue Recognition

4 unchanged sentences

Total deferred revenues related to our gift cards include the full value of unredeemed gift card balances less recognized breakage and the unamortized portion of third party fees.

The following table reflects the changes in the Gift card liability between June 26, 2024 and March 26, 2025:

The following table reflects the changes in the Gift card liability between June 25, 2025 and September 24, 2025:

Gift Card Liability

3 unchanged sentences

Gift card breakage recognized to Company sales ( 2.8 )

Other ( 0.2 )

Balance as of March 26, 2025

Balance as of September 24, 2025

FAIR VALUE MEASUREMENTS

5 unchanged sentences

Financial Instruments

Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and long-term debt.

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 debt outstanding related to our revolving credit facility approximates fair value as the interest rate on this instrument approximates current market rates (Level 2).

The fair values of our notes are based on quoted market prices and are considered Level 2 fair value measurements.

The carrying amounts of the notes, which are net of unamortized debt issuance costs and discounts, and fair values are as follows:

March 26, 2025 June 26, 2024

The fair values of our note is based on quoted market prices and is considered a Level 2 fair value measurements.

The carrying amounts of the note, which are net of unamortized debt issuance costs, and fair values are as follows:

September 24, 2025 June 25, 2025

Carrying Amount Fair Value Carrying Amount Fair Value

8.25 % notes $ 346.2 $ 370.5 $ 346.0 $ 372.3

5.000 % notes (1)

— — 349.8 349.6

(1) On October 1, 2024, the 5.000% notes matured and were repaid in full using borrowings under our revolving credit facility.

Non-Financial Assets

The fair values of transferable liquor licenses are based on prices in the open market for licenses in the same or similar jurisdictions and are categorized as Level 2.

The fair values of other non-financial assets are determined based on appraisals, sales prices of comparable assets or estimates of discounted cash flow and are categorized as Level 3.

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.

Footnote Index

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

We determine the fair values of property and equipment, including finance lease assets, operating lease assets and reacquired franchise rights based on Level 3 fair value measurements.

The fair values of transferable liquor licenses are based on prices in the open market for licenses in the same or similar jurisdictions and are categorized as Level 2.

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

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

During the thirteen and thirty-nine week periods ended March 26, 2025 and March 27, 2024, no indicators of impairment were identified.

During the thirteen week periods ended September 24, 2025 and September 25, 2024, no indicators of impairment were identified.

Intangibles, net in the Consolidated Balance Sheets (Unaudited) includes both indefinite-lived intangible assets such as transferable liquor licenses and definite-lived intangible assets such as reacquired franchise rights.

Accumulated amortization associated with definite-lived intangible assets at March 26, 2025 and June 26, 2024, was $ 18.3 million and $ 16.6 million, respectively.

Footnote Index

amortization associated with definite-lived intangible assets at September 24, 2025 and June 25, 2025, was $ 19.5 million and $ 19.0 million, respectively.

ACCRUED LIABILITIES

Other accrued liabilities consist of the following:

September 24,

2025 June 25,

Insurance $ 43.4 $ 39.7

Sales tax 26.8 18.4

Current installments of finance lease obligations 24.0 14.1

Property tax 31.0 25.2

Current installments of finance lease obligations 23.1 17.6

Sales tax 22.3 22.8

Utilities and services 10.9 10.5

5 unchanged sentences

The components of lease expenses included in the Consolidated Statements of Comprehensive Income (Unaudited) were as follows:

Thirteen Week Periods Ended Thirty-Nine Week Periods Ended

2025 March 27,

2024 March 26,

2025 March 27,

Thirteen Week Periods Ended

September 24,

2025 September 25,

Operating lease cost $ 47.5 $ 45.6

6 unchanged sentences

Supplemental cash flow information related to leases:

Thirty-Nine Week Periods Ended

2025 March 27,

Thirteen Week Periods Ended

September 24,

2025 September 25,

Operating lease assets obtained in exchange for operating lease liabilities

1 unchanged sentence

Finance lease assets obtained in exchange for finance lease liabilities

Finance lease assets are recorded in Property and equipment, at cost, and the net balance as of March 26, 2025 and June 26, 2024 was $ 91.5 million and $ 93.4 million, respectively.

Finance lease assets are recorded in Property and equipment, at cost, and the net balance as of September 24, 2025 and June 25, 2025 was $ 98.1 million and $ 85.8 million, respectively.

Footnote Index

Long-term debt consists of the following:

September 24,

2025 June 25,

1 unchanged sentence

8.25 % notes 350.0 350.0

5.000 % notes (1)

Finance lease obligations 112.7 97.6

Total long-term debt 552.7 447.6

unamortized debt issuance costs and discounts ( 4.2 ) ( 5.0 )

Total long-term debt, less unamortized debt issuance costs and discounts 542.3 800.4

current installments of long-term debt and finance leases (2)

unamortized debt issuance costs ( 3.8 ) ( 4.0 )

Total long-term debt, less unamortized debt issuance costs 548.9 443.6

current installments of long-term debt (1)

( 23.1 ) ( 17.6 )

Total long-term debt, less current portion $ 525.8 $ 426.0

(1) On October 1, 2024, the 5.000% notes matured and were repaid in full using borrowings under our revolving credit facility.

(1) Current installments of long-term debt consist of finance leases and are recorded within Other accrued liabilities in the Consolidated Balance Sheets (Unaudited).

1 unchanged sentence

Revolving Credit Facility

In the thirty-nine week period ended March 26, 2025, net borrowings of $ 90.0 million were drawn on our revolving credit facility.

As of March 26, 2025, $ 810.0 million of credit was available under the revolving credit facility.

The $ 900.0 million revolving credit facility 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.

As of March 26, 2025, our interest rate was 5.93 % consisting of SOFR of 4.33 % plus the applicable margin and spread adjustment of 1.60 %.

In the thirteen week period ended September 24, 2025, net borrowings of $ 90.0 million were drawn on our revolving credit facility.

As of September 24, 2025, $ 910.0 million of credit was available under the revolving credit facility.

The $ 1.0 billion revolving credit facility matures on May 1, 2030 and bears interest at a rate 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 September 24, 2025, our interest rate was 5.41 % consisting of SOFR of 4.16 % plus the applicable margin of 1.25 %.

Financial Covenants

2 unchanged sentences

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

As of March 26, 2025, 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 8.250% notes .

As of September 24, 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

1 unchanged sentence

We have, in certain cases, divested brands or sold restaurants to franchisees and have not been released from lease guarantees for the related restaurants.

As of March 26, 2025 and June 26, 2024, we have outstanding lease guarantees or are secondarily liable for an estimated $ 13.0 million and $ 15.7 million, respectively.

As of September 24, 2025 and June 25, 2025, we have outstanding lease guarantees or are secondarily liable for an estimated $ 11.3 million and $ 11.9 million, respectively.

These amounts represent the maximum known potential liability of rent payments under the leases, but outstanding rent payments can exist outside of our knowledge as a result of the landlord and tenant relationship being between two third parties.

These leases have been assigned to the buyers and expire at the end of the respective lease terms, which range from fiscal 2026 through fiscal 2035.

In the event of default under a lease by an owner of a divested brand,

In the event of default under a lease by an owner of a divested brand, the indemnity and default clauses in our agreements with such third parties and applicable laws govern our ability to pursue and recover amounts we may pay on behalf of such parties.

We have received notices of default and have

Footnote Index

the indemnity and default clauses in our agreements with such third parties and applicable laws govern our ability to pursue and recover amounts we may pay on behalf of such parties.

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 and management is closely monitoring any exposure.

In the thirty-nine week period ended March 26, 2025 we recorded a $ 1.5 million charge in Other (gains) and charges in the Consolidated Statements of Comprehensive Income (Unaudited) for lease contingencies.

been named a party in lawsuits pertaining to some of these leases in circumstances where the current lessee did not pay its rent obligations and management is closely monitoring any exposure.

Letters of Credit

We provide letters of credit to various insurers to collateralize obligations for outstanding claims.

As of March 26, 2025, we had $ 5.8 million in undrawn standby letters of credit outstanding.

As of September 24, 2025, we had $ 34.1 million in undrawn standby letters of credit outstanding.

All standby letters of credit are renewable within the next 11 months.

1 unchanged sentence

In fiscal 2018, we discovered malware at certain Chili’s restaurants that may have resulted in unauthorized access or acquisition of customer payment card data.

We settled all claims from payment card companies related to this incident and do not expect material claims from payment card companies in the future.

In connection with this event, the Company was also named as a defendant in a putative class action lawsuit in the United States District Court for the Middle District of Florida (the “Litigation”) relating to this incident.

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 17, 2025, the district court heard oral argument on the issue of class certification.

Upon conclusion of the hearing, the court indicated it would take the matter under advisement.

The parties await the court’s ruling.

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

As such, as of March 26, 2025, 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.

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

In connection with this event, the Company was also named as a defendant in a putative class action lawsuit in the United States District Court for the Middle District of Florida relating to this incident.

On September 9, 2025, the plaintiff filed a notice of voluntary dismissal of all her individual claims without prejudice.

The court subsequently entered its order of dismissal on September 25, 2025, and the matter is now closed.

Legal Proceedings

4 unchanged sentences

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.

Thirty-Nine Week Periods Ended

2025 March 27,

Thirteen Week Periods Ended

September 24,

2025 September 25,

Effective income tax rate 7.5 % 9.0 %

The federal statutory tax rate was 21.0 % for the thirty-nine week periods ended March 26, 2025 and March 27, 2024.

The change in the effective income tax rate in the thirty-nine week period ended March 26, 2025 to the thirty-nine week period ended March 27, 2024 is primarily due to higher Income before income taxes and the resulting deleverage of the FICA tip tax credit.

Footnote Index

The federal statutory tax rate was 21.0 % for the thirteen week periods ended September 24, 2025 and September 25, 2024.

The change in the effective income tax rate in the thirteen week period ended September 24, 2025 to the thirteen week period ended September 25, 2024 is primarily due to excess tax benefits from stock based compensation of $ 11.7 million in fiscal 2026, which were significantly higher in the current year.

SHAREHOLDERS’ EQUITY

Share Repurchases

Our Board of Directors approved a $ 300.0 million share repurchase program during fiscal 2022.

Our Board of Directors approved a $ 400.0 million increase in our share repurchase program in August 2025 allowing for a total available authority of $ 507.0 million.

Our share repurchase program is used to return capital to shareholders and to minimize the dilution to our shares outstanding that results from equity compensation grants.

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.

Footnote Index

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

In the thirty-nine week period ended March 26, 2025, we repurchased 1.2 million shares of our common stock for $ 86.3 million, including 1.0 million shares purchased for $ 76.0 million as part of our share repurchase program and 0.2 million shares purchased from team members to satisfy tax withholding obligations on the vesting of restricted shares.

In the thirteen week period ended September 24, 2025, we repurchased 0.9 million shares of our common stock for $ 134.5 million, including 0.6 million shares purchased for $ 92.0 million as part of our share repurchase program and 0.3 million shares purchased 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.

As of March 26, 2025, approximately $ 107.0 million of share repurchase authorization remains under the current share repurchase program.

As of September 24, 2025, approximately $ 415.0 million of share repurchase authorization remains under the current share repurchase program.

Stock-based Compensation

In November 2024, our stockholders approved the Brinker International, Inc.

2024 Stock Option and Incentive Plan (the “2024 Plan”) for employees and authorized approximately 3.5 million shares for issuance under the 2024 Plan.

The 2024 Plan replaced our stockholder-approved 1998 Stock Option and Incentive Plan (as amended, the “1998 Plan”) for employees, and no further awards will be granted under the 1998 Plan.

Our 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants (the “1999 Plan”) remains in effect.

In November 2024, the Board of Directors approved the 2025 Executive Performance Share Retention Plan and the granting of performance-based restricted share awards 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.

Shares earned range from 0% to 200% of the target number of performance shares granted based on the Company’s total shareholder return (“TSR”) over a five -year period from September 26, 2024 through September 25, 2029, relative to the TSR of a peer group of companies as defined.

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.

Compensation expense for these performance shares 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 Monte Carlo simulation on the date of grant.

The following table presents restricted share awards granted under the Company’s various equity compensation plans and the related weighted average fair value per share amounts.

Thirty-Nine Week Periods Ended

2025 March 27,

Thirteen Week Periods Ended

September 24,

2025 September 25,

Restricted share awards

4 unchanged sentences

Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

For the calculation of Diluted net income per share, the Basic weighted average shares outstanding is increased by the dilutive effect of

Footnote Index

stock options and restricted share awards.

For the calculation of Diluted net income per share, the Basic weighted average shares outstanding is increased by the dilutive effect of stock options and restricted share awards.

Stock options and restricted share awards with an anti-dilutive effect are not included in the Diluted net income per share calculation.

Basic weighted average shares outstanding are reconciled to Diluted weighted average shares outstanding as follows:

Thirteen Week Periods Ended Thirty-Nine Week Periods Ended

2025 March 27,

2024 March 26,

2025 March 27,

Thirteen Week Periods Ended

September 24,

2025 September 25,

Basic weighted average shares outstanding 44.7 44.9

4 unchanged sentences

Awards excluded due to anti-dilutive effect — —

Footnote Index

OTHER GAINS AND CHARGES

Other (gains) and charges in the Consolidated Statements of Comprehensive Income (Unaudited) consist of the following:

Thirteen Week Periods Ended Thirty-Nine Week Periods Ended

2025 March 27,

2024 March 26,

2025 March 27,

Litigation & claims, net $ 2.5 $ 2.0 $ 11.1 $ 5.2

Enterprise system implementation costs 2.4 3.3 12.0 7.4

Thirteen Week Periods Ended

September 24,

2025 September 25,

Severance and other benefit charges $ 1.5 $ 0.3

Lease contingencies 1.5 0.3 1.5 0.8

Litigation & claims, net 0.7 2.5

Restaurant closure asset write-offs and charges 0.6 0.7

Enterprise system implementation costs — 4.4

Loss from natural disasters, net (of insurance recoveries) ( 2.3 ) —

Lease modification gain, net ( 0.2 ) ( 0.1 ) ( 1.2 ) ( 0.2 )

Other 0.4 1.0

$ 9.0 $ 9.9 $ 30.0 $ 19.5

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

• Enterprise system implementation costs primarily consists of software subscription fees and certain other costs prior to implementation and support of our new cloud-based Enterprise Resource Planning (“ERP”) system after implementation.

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

• Lease contingencies includes expenses related to certain lease guarantees and 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 7 - Contingencies for additional information about our secondarily liable lease guarantees.

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

• Loss from natural disasters, net (of insurance recoveries) in the current year consists of costs incurred related to Hurricane Helene and Hurricane Milton.

• Lease modification gain, net relates to the reduction of lease liabilities of certain closed Chili’s restaurants.

Footnote Index

• Litigation & claims, net in the current year relates to legal contingencies.

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

• Enterprise system implementation costs in the prior year primarily consist of consulting fees, software subscription fees, and contract labor associated with the enterprise system implementation.

• Loss from natural disasters, net (of insurance recoveries) relates to proceeds received from fiscal 2021 Winter Storm claim.

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.

2 unchanged sentences

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 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 service fee income, digital entertainment revenues, merchandise income, and are net of gift card discounts 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.

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 amongst our operating segments.

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

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 periods presented primarily include restaurant rent, repairs and maintenance, advertising, supplies, delivery fees, utilities, payment processing fees, and workers’ compensation and general liability insurance.

The following tables reconcile our segment results to our consolidated results reported in accordance with GAAP:

Thirteen Week Period Ended March 26, 2025

Chili's Maggiano's Corporate Consolidated

Company sales $ 1,292.2 $ 120.8 $ — $ 1,413.0

Franchise revenues 11.9 0.2 — 12.1

Total revenues 1,304.1 121.0 — 1,425.1

Food and beverage costs 324.5 28.6 — 353.1

Restaurant labor 413.1 39.1 — 452.2

Restaurant expenses 304.5 35.8 0.6 340.9

Depreciation and amortization 48.9 3.5 2.3 54.7

General and administrative 12.7 2.5 43.1 58.3

Other (gains) and charges 2.7 0.8 5.5 9.0

Total operating costs and expenses 1,106.4 110.3 51.5 1,268.2

Operating income (loss) 197.7 10.7 ( 51.5 ) 156.9

Interest expenses 1.3 0.1 11.8 13.2

Other income, net — — ( 0.1 ) ( 0.1 )

Income (loss) before income taxes $ 196.4 $ 10.6 $ ( 63.2 ) $ 143.8

Restaurant expenses 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.

Footnote Index

Thirteen Week Period Ended March 27, 2024

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.

The following tables reconcile our segment results to our consolidated results reported in accordance with GAAP:

Thirteen Week Period Ended September 24, 2025

Chili's Maggiano's Corporate Consolidated

13 unchanged sentences

Income (loss) before income taxes $ 167.7 $ ( 4.2 ) $ ( 55.9 ) $ 107.6

Thirty-Nine Week Period Ended March 26, 2025

Segment assets $ 2,197.1 $ 291.8 $ 223.1 $ 2,712.0

Thirteen Week Period Ended September 25, 2024

Chili's Maggiano's Corporate Consolidated

13 unchanged sentences

Income (loss) before income taxes $ 92.7 $ 7.7 $ ( 58.1 ) $ 42.3

Footnote Index

Thirty-Nine Week Period Ended March 27, 2024

Maggiano's Corporate Consolidated

Company sales

$ 2,803.1 $ 371.5 $ — $ 3,174.6

Franchise revenues

31.8 0.5 — 32.3

Total revenues 2,834.9 372.0 — 3,206.9

Food and beverage costs 721.6 88.1 — 809.7

Restaurant labor 955.3 119.5 — 1,074.8

Restaurant expenses 785.5 103.0 0.4 888.9

Depreciation and amortization 108.3 9.8 7.7 125.8

General and administrative 31.0 6.9 93.8 131.7

Other (gains) and charges 10.3 0.6 8.6 19.5

Total operating costs and expenses 2,612.0 327.9 110.5 3,050.4

Operating income (loss) 222.9 44.1 ( 110.5 ) 156.5

Interest expenses 2.5 0.2 47.2 49.9

Other income, net ( 0.1 ) — ( 0.2 ) ( 0.3 )

Income (loss) before income taxes $ 220.5 $ 43.9 $ ( 157.5 ) $ 106.9

Segment assets $ 2,124.1 $ 244.8 $ 164.2 $ 2,533.1

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-Q

Item 1. Financial Statements