What changed in this filing

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Item 1. Financial Statements

2026-01-28 compared with 2025-10-29 · 136 added, 85 removed, 368 unchanged (38% of the section changed)

3 unchanged sentences

(In millions, except per share amounts)

Thirteen Week Periods Ended

September 24,

2025 September 25,

Thirteen Week Periods Ended Twenty-Six Week Periods Ended

2025 December 25,

2024 December 24,

2025 December 25,

Company sales $ 1,438.8 $ 1,346.1 $ 2,774.2 $ 2,473.4

26 unchanged sentences

(In millions, except per share amounts)

September 24,

2025 June 25,

37 unchanged sentences

$ 0.10 par value;

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)

60.3 million shares issued and 43.5 million shares outstanding at December 24, 2025 and 60.3 million shares issued and 44.5 million shares outstanding at June 25, 2025)

Additional paid-in capital 668.3 714.5

1 unchanged sentence

Retained earnings 414.5 186.5

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

Treasury stock, at cost ( 16.8 million shares at December 24, 2025, and 15.8 million shares at June 25, 2025)

( 703.1 ) ( 529.7 )

5 unchanged sentences

(In millions)

Thirteen Week Periods Ended

September 24,

2025 September 25,

Twenty-Six Week Periods Ended

2025 December 25,

Cash flows from operating activities

29 unchanged sentences

Payments on revolving credit facility ( 455.0 ) ( 300.0 )

Purchases of treasury stock ( 134.5 ) ( 74.8 )

Payments on long-term debt ( 7.2 ) ( 362.1 )

Purchases of treasury stock ( 235.0 ) ( 85.2 )

Proceeds from issuance of treasury stock 0.2 7.4

12 unchanged sentences

(In millions)

Thirteen Week Period Ended September 24, 2025

Twenty-Six Week Period Ended December 24, 2025

Common Stock Additional

9 unchanged sentences

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

Thirteen Week Period Ended September 25, 2024

Net income — — 128.5 — — 128.5

Other comprehensive income — — — — 0.1 0.1

Stock-based compensation — 8.1 — — — 8.1

Purchases of treasury stock — ( 0.2 ) — ( 101.1 ) — ( 101.3 )

Issuances of treasury stock — ( 0.4 ) — 0.4 — —

Balances at December 24, 2025 $ 6.0 $ 668.3 $ 414.5 $ ( 703.1 ) $ ( 6.4 ) $ 379.3

Twenty-Six Week Period Ended December 25, 2024

Common Stock Additional

9 unchanged sentences

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 — — — — ( 0.5 ) ( 0.5 )

Stock-based compensation — 7.2 — — — 7.2

Purchases of treasury stock — ( 0.3 ) — ( 10.1 ) — ( 10.4 )

Issuances of treasury stock — ( 0.3 ) — 4.3 — 4.0

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

See accompanying Notes to Consolidated Financial Statements (Unaudited)

14 unchanged sentences

Segment Information 15

Footnote Index

Footnote Inde x

BASIS OF PRESENTATION

1 unchanged sentence

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

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”).

Our Consolidated Financial Statements (Unaudited) as of December 24, 2025 and June 25, 2025, and for the thirteen and twenty-six week periods ended December 24, 2025 and December 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 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.

As of December 24, 2025, we owned, operated or franchised 1,627 restaurants, consisting of 1,160 Company-owned restaurants and 467 franchised restaurants, located in the United States, 27 other countries and two United States territories.

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

21 unchanged sentences

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.

Footnote Index

The amendments should be applied prospectively;

The amendments should be

Footnote Inde x

applied prospectively;

however, retrospective application is permitted.

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

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

This ASU modernizes outdated guidance for internal-use software costs to reflect current development practices, including agile and iterative methods, replacing the previous waterfall-based model.

The amendments eliminate the requirement to classify costs by development stages (preliminary, application development, and post-implementation) and introduce a principles-based threshold for capitalization.

Under the new guidance, capitalization begins when management authorizes and commits funding for the project and it is probable the project will be completed and the software will perform its intended function (probable-to-complete threshold).

The amendments are effective for fiscal years beginning after December 15, 2027, which would require us to adopt the provisions as of the beginning of our fiscal year 2029.

Management is currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

REVENUE RECOGNITION

5 unchanged sentences

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 25, 2025 and September 24, 2025:

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

Deferred Franchise and Development Fees

2 unchanged sentences

Amount recognized to Franchise revenues ( 0.7 )

Balance as of September 24, 2025 $ 9.6

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 September 24, 2025:

Balance as of December 24, 2025 $ 9.3

Fiscal Year Franchise and Development Fees Revenue Recognition

1 unchanged sentence

Thereafter 6.3

Footnote Index

Footnote Inde x

Deferred Gift Card Revenues

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 25, 2025 and September 24, 2025:

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

Gift Card Liability

3 unchanged sentences

Gift card breakage recognized to Company sales ( 4.6 )

Balance as of September 24, 2025

Other ( 1.4 )

Balance as of December 24, 2025

FAIR VALUE MEASUREMENTS

7 unchanged sentences

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 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

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

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

December 24, 2025 June 25, 2025

Carrying Amount Fair Value Carrying Amount Fair Value

6 unchanged sentences

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

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

During the thirteen and twenty-six week periods ended December 24, 2025 and December 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.

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.

Footnote Inde x

amortization associated with definite-lived intangible assets at December 24, 2025 and June 25, 2025, was $ 20.1 million and $ 19.0 million, respectively.

ACCRUED LIABILITIES

Other accrued liabilities consist of the following:

September 24,

2025 June 25,

3 unchanged sentences

Sales tax 24.4 22.8

Utilities and services 10.9 10.5

Interest 13.7 13.5

Utilities and services 10.6 10.5

Other 40.9 43.3

3 unchanged sentences

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

Thirteen Week Periods Ended

September 24,

2025 September 25,

Thirteen Week Periods Ended Twenty-Six Week Periods Ended

2025 December 25,

2024 December 24,

2025 December 25,

Operating lease cost $ 47.5 $ 45.8 $ 95.0 $ 91.4

6 unchanged sentences

Supplemental cash flow information related to leases:

Thirteen Week Periods Ended

September 24,

2025 September 25,

Twenty-Six Week Periods Ended

2025 December 25,

Operating lease assets obtained in exchange for operating lease liabilities $ 94.7 $ 43.4

$ 47.7 $ 18.0

Finance lease assets obtained in exchange for finance lease liabilities 21.9 16.6

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

Finance lease assets are recorded in Property and equipment, at cost, and the net balance as of December 24, 2025 and June 25, 2025 was $ 94.2 million and $ 85.8 million, respectively.

Footnote Inde x

Long-term debt consists of the following:

September 24,

2025 June 25,

11 unchanged sentences

Revolving Credit Facility

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.

In the twenty-six week period ended December 24, 2025, net borrowings of $ 20.0 million were drawn on our revolving credit facility.

Additionally, availability was reduced by a $ 30.1 million letter of credit as of December 24, 2025.

Refer to Note 7 - Commitments and Contingencies for further information about our letters of credit.

As of December 24, 2025, $ 949.9 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 %.

As of December 24, 2025, our interest rate was 4.98 % consisting of SOFR of 3.73 % 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 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 .

As of December 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 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.

As of December 24, 2025 and June 25, 2025, we have outstanding lease guarantees or are secondarily liable for an estimated $ 10.1 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.

2 unchanged sentences

We have received notices of default and have

Footnote Index

Footnote Inde x

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.

1 unchanged sentence

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

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

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

All standby letters of credit are renewable within the next 8 months.

Cyber Security Litigation

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.

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.

Thirteen Week Periods Ended

September 24,

2025 September 25,

Twenty-Six Week Periods Ended

2025 December 25,

Effective income tax rate 14.2 % 14.7 %

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.

The federal statutory tax rate was 21.0 % for the twenty-six week periods ended December 24, 2025 and December 25, 2024.

The change in the effective income tax rate in the twenty-six week period ended December 24, 2025 to the twenty-six week period ended December 25, 2024 is primarily due to significantly higher excess tax benefits from stock based compensation of $ 11.9 million in fiscal 2026, partially offset by higher Income before income taxes and resulting deleverage of the FICA tip tax credit.

SHAREHOLDERS’ EQUITY

3 unchanged sentences

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 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.

In the twenty-six week period ended December 24, 2025, we repurchased 1.8 million shares of our common stock for $ 235.0 million, including 1.5 million shares purchased for $ 192.0 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 September 24, 2025, approximately $ 415.0 million of share repurchase authorization remains under the current share repurchase program.

As of December 24, 2025, approximately $ 315.0 million of share repurchase authorization remains under the current share repurchase program.

Footnote Inde x

Stock-based Compensation

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.

Thirteen Week Periods Ended

September 24,

2025 September 25,

Twenty-Six Week Periods Ended

2025 December 25,

Restricted share awards

7 unchanged sentences

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

Thirteen Week Periods Ended

September 24,

2025 September 25,

Thirteen Week Periods Ended Twenty-Six Week Periods Ended

2025 December 25,

2024 December 24,

2025 December 25,

Basic weighted average shares outstanding 44.0 44.4 44.4 44.7

4 unchanged sentences

Awards excluded due to anti-dilutive effect 0.1 — — —

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

September 24,

2025 September 25,

Severance and other benefit charges $ 1.5 $ 0.3

Litigation & claims, net 0.7 2.5

Thirteen Week Periods Ended Twenty-Six Week Periods Ended

2025 December 25,

2024 December 24,

2025 December 25,

Restaurant closure asset write-offs and charges $ 1.5 $ 0.8 $ 2.1 $ 1.5

Enterprise system implementation costs — 4.4

Litigation & claims, net 0.8 6.1 1.5 8.6

Severance and other benefit charges 0.2 — 1.7 0.3

Loss from natural disasters, net (of insurance recoveries) — 0.7 ( 2.3 ) 0.7

Enterprise system implementation costs — 5.2 — 9.6

Lease modification gain, net ( 2.5 ) ( 0.7 ) ( 2.5 ) ( 1.0 )

Other 0.5 — 0.9 1.3

$ 0.5 $ 12.1 $ 1.4 $ 21.0

• 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 and Chili’s restaurants in the prior year.

Footnote Inde x

• Litigation & claims, net primarily relates to claims on alcohol service cases and legal contingencies, and the current year is inclusive of an insurance reimbursement for an extraordinary one-time settlement related to an employment claim.

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

• 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.

• Loss from natural disasters, net (of insurance recoveries) primarily relates to proceeds received in the current year related to a fiscal 2021 Winter Storm claim, and the prior year includes costs related to two major hurricanes.

• 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.

• Lease modification gain, net includes gains related to the reduction of lease liabilities associated with closed Chili’s restaurants, and the current year also includes a lease termination fee received from a landlord at one of these closed restaurants.

SEGMENT INFORMATION

7 unchanged sentences

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.

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

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.

Footnote Inde x

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

Thirteen Week Period Ended September 24, 2025

Thirteen Week Period Ended December 24, 2025

Chili's Maggiano's Corporate Consolidated

13 unchanged sentences

Income (loss) before income taxes $ 198.7 $ 15.0 $ ( 55.6 ) $ 158.1

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

Thirteen Week Period Ended September 25, 2024

Thirteen Week Period Ended December 25, 2024

Chili's Maggiano's Corporate Consolidated

13 unchanged sentences

Income (loss) before income taxes $ 173.5 $ 28.2 $ ( 60.0 ) $ 141.7

Footnote Inde x

Twenty-Six Week Period Ended December 24, 2025

Chili’s Maggiano's Corporate Consolidated

Company sales $ 2,540.3 $ 233.9 $ — $ 2,774.2

Franchise revenues 26.7 0.5 — 27.2

Total revenues 2,567.0 234.4 — 2,801.4

Food and beverage costs 656.2 58.9 — 715.1

Restaurant labor 801.9 75.5 — 877.4

Restaurant expenses 620.1 75.6 0.4 696.1

Depreciation and amortization 94.2 8.5 5.5 108.2

General and administrative 27.3 3.7 85.9 116.9

Other (gains) and charges ( 1.7 ) 1.3 1.8 1.4

Total operating costs and expenses 2,198.0 223.5 93.6 2,515.1

Operating income (loss) 369.0 10.9 ( 93.6 ) 286.3

Interest expenses 2.7 0.1 18.4 21.2

Other income, net ( 0.1 ) — ( 0.5 ) ( 0.6 )

Income (loss) before income taxes $ 366.4 $ 10.8 $ ( 111.5 ) $ 265.7

Segment assets $ 2,193.7 $ 307.4 $ 248.1 $ 2,749.2

Twenty-Six Week Period Ended December 25, 2024

Maggiano's Corporate Consolidated

Company sales

$ 2,215.8 $ 257.6 $ — $ 2,473.4

Franchise revenues

23.4 0.4 — 23.8

Total revenues 2,239.2 258.0 — 2,497.2

Food and beverage costs 569.2 59.0 — 628.2

Restaurant labor 720.0 78.4 — 798.4

Restaurant expenses 565.6 72.0 0.7 638.3

Depreciation and amortization 82.3 6.8 4.9 94.0

General and administrative 24.0 5.4 75.5 104.9

Other (gains) and charges 9.1 0.4 11.5 21.0

Total operating costs and expenses 1,970.2 222.0 92.6 2,284.8

Operating income (loss) 269.0 36.0 ( 92.6 ) 212.4

Interest expenses 2.9 0.1 26.0 29.0

Other income, net ( 0.1 ) — ( 0.5 ) ( 0.6 )

Income (loss) before income taxes $ 266.2 $ 35.9 $ ( 118.1 ) $ 184.0

Segment assets $ 2,112.6 $ 256.1 $ 191.6 $ 2,560.3

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