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Item 2. Management’s Discussion and Analysis

2026-01-28 compared with 2025-10-29 · 224 added, 84 removed, 193 unchanged (61% of the section changed)

1 unchanged sentence

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand our Company, our operations and our current operating environment.

For an understanding of the significant factors that influenced our performance during the thirteen week periods ended September 24, 2025 and September 25, 2024.

For an understanding of the significant factors that influenced our performance during the thirteen and twenty-six week periods ended December 24, 2025 and December 25, 2024.

The MD&A should be read in conjunction with the Consolidated Financial Statements (Unaudited) and related Notes to Consolidated Financial Statements (Unaudited) included in this quarterly report.

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

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 operating segments are Chili’s and Maggiano’s.

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

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

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

Maggiano’s - At Maggiano’s, the focus is executing to improve performance and operations through the Company’s Back to Maggiano’s strategy.

The strategy includes in-flight initiatives across food, service and atmosphere with the aim of revitalizing the brand’s core, serving Italian American favorites with warm and attentive service.

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

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

Franchise Partnerships - During the thirteen week period ended September 24, 2025, there were 5 new franchise restaurant openings and one new development agreement.

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

Franchise Partnerships - During the twenty-six week period ended December 24, 2025, there were 10 new franchise restaurant openings and one new development agreement.

We plan to strategically pursue expansion of Chili’s internationally through development agreements with new and existing franchise partners.

Company Development - The following table details the number of restaurant openings during the thirteen week periods ended September 24, 2025 and September 25, 2024, respectively, total full year projected openings in fiscal 2026 and the total restaurants open at each period end:

Openings During the Full Year Projected Openings

Thirteen Week Periods Ended Total Open Restaurants at

September 24, 2025 September 25, 2024 Fiscal 2026 September 24, 2025 September 25, 2024

Company Development - The following table details the number of restaurant openings during the thirteen and twenty-six week periods ended December 24, 2025 and December 25, 2024, respectively, total full year projected openings in fiscal 2026 and the total restaurants open at each period end:

Openings During the Openings During the Full Year Projected Openings

Thirteen Week Periods Ended Twenty-Six Week Periods Ended Total Open Restaurants at

December 24, 2025 December 25, 2024 December 24, 2025 December 25, 2024 Fiscal 2026 December 24, 2025 December 25, 2024

Company-owned restaurants

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Additionally, the Company is relocating one Maggiano’s restaurant with an expected opening in the current year.

As of September 24, 2025, we own property for 54 of the 1,161 Company-owned restaurants and one closed restaurant.

During the thirteen week period ended December 24, 2025, we purchased the land and buildings for one restaurant that was previously leased.

As of December 24, 2025, we own property for 55 of the 1,160 Company-owned restaurants and one closed restaurant.

The net book values associated with these restaurants included land of $45.2 million and buildings of $19.6 million.

Thirteen Week Period Ended September 24, 2025 compared to September 25, 2024

Thirteen and Twenty-Six Week Periods Ended December 24, 2025 compared to December 25, 2024

Revenues are presented in two separate captions in the Consolidated Statements of Comprehensive Income (Unaudited) to provide more clarity around Company-owned restaurant revenues and operating expenses trends:

• 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.

• Company sales 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 include royalties, franchise advertising fees, franchise and development fees, and other service fees.

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Chili’s Maggiano’s Total Revenues

Thirteen Week Period Ended September 25, 2024 $ 1,030.4 $ 108.6 $ 1,139.0

Thirteen Week Period Ended December 25, 2024 $ 1,208.8 $ 149.4 $ 1,358.2

Comparable restaurant sales 101.8 (3.4) 98.4

Restaurant openings 8.7 — 8.7

Delivery service fee income 0.2 — 0.2

Digital entertainment revenues 0.1 — 0.1

Gift card discounts (0.2) — (0.2)

Gift card breakage (0.7) (0.1) (0.8)

Maggiano's banquet income (1)

— (4.7) (4.7)

Restaurant closures (2.7) (6.3) (9.0)

Company sales 107.2 (14.5) 92.7

Franchise revenues (2)

Thirteen Week Period Ended December 24, 2025 $ 1,317.3 $ 134.9 $ 1,452.2

Total Revenues

Chili’s Maggiano’s Total Revenues

Twenty-Six Week Period Ended December 25, 2024 $ 2,239.2 $ 258.0 $ 2,497.2

Comparable restaurant sales 316.0 (9.7) 306.3

Restaurant openings 15.6 — 15.6

Delivery service fee income 0.4 — 0.4

Digital entertainment revenues 0.3 — 0.3

Gift card discounts (0.3) — (0.3)

Gift card breakage (0.7) (0.1) (0.8)

Maggiano's banquet income (1)

— (5.7) (5.7)

Restaurant closures (6.8) (8.2) (15.0)

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Franchise revenues (2)

Thirteen Week Period Ended September 24, 2025 $ 1,249.7 $ 99.5 $ 1,349.2

(1) Franchise revenues increased in the thirteen week period ended September 24, 2025 compared to September 25, 2024 primarily because of higher royalties.

Our Chili’s and Maggiano’s franchisees generated sales of approximately $269.5 million and $4.6 million respectively for the thirteen week period ended September 24, 2025 compared to $225.7 million and $3.2 million respectively for the thirteen week period ended September 25, 2024.

The table below presents the percentage change in comparable restaurant sales and restaurant capacity for the thirteen week period ended September 24, 2025 compared to September 25, 2024:

Percentage Change in the Thirteen Week Period Ended September 24, 2025 versus September 25, 2024

Twenty-Six Week Period Ended December 24, 2025 $ 2,567.0 $ 234.4 $ 2,801.4

(1) Maggiano's banquet income decreased primarily due to management’s decision to substantially eliminate banquet service charges at the end of the first quarter of fiscal 2026.

(2) Franchise revenues increased in the thirteen and twenty-six week periods ended December 24, 2025 compared to December 25, 2024 primarily because of higher royalties.

The table below presents sales from our franchisees:

Thirteen Week Periods Ended Twenty-Six Week Periods Ended

December 24, 2025 December 25, 2024 December 24, 2025 December 25, 2024

Chili's franchisee sales $ 271.9 $ 232.3 $ 540.5 $ 458.0

Maggiano's franchisee sales 4.1 4.2 8.7 7.3

The table below presents the percentage change in comparable restaurant sales and restaurant capacity for the thirteen and twenty-six week periods ended December 24, 2025 compared to December 25, 2024:

Percentage Change in the Thirteen Week Period Ended December 24, 2025 versus December 25, 2024

Comparable Restaurant Sales (1)

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System-wide (6)

Percentage Change in the Twenty-Six Week Period Ended December 24, 2025 versus December 25, 2024

Comparable Restaurant Sales (1)

Price Impact Mix-Shift Impact (2)

Traffic Impact Restaurant Capacity (3)

Company-owned 12.7 % 4.3 % 2.6 % 5.8 % (0.5) %

Chili’s 14.5 % 4.2 % 2.8 % 7.5 % (0.4) %

Maggiano’s (4.1) % 6.0 % 0.5 % (10.6) % (3.0) %

Franchise (4)

International 9.1 %

Chili’s domestic (5)

System-wide (6)

(1) Comparable Restaurant Sales include all restaurants that have been in operation for more than 18 full months.

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Costs and Expenses

Thirteen Week Period Ended September 24, 2025 compared to September 25, 2024

Thirteen Week Period Ended December 24, 2025 compared to December 25, 2024

The following is a summary of the changes in Costs and Expenses:

Thirteen Week Periods Ended Favorable (Unfavorable) Variance

September 24, 2025 September 25, 2024

December 24, 2025 December 25, 2024

Dollars % of Company Sales Dollars % of Company Sales Dollars % of Company Sales

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As a percentage of Company sales:

• Food and beverage costs were unfavorable 0.6%, due to 1.2% of unfavorable menu item mix and 0.4% of unfavorable commodity costs primarily driven by meat and seafood, partially offset by 1.0% from menu pricing.

• Restaurant labor was favorable 1.2%, due to 3.4% of sales leverage partially offset by 1.5% of higher hourly labor driven by increased staffing levels and wage rates, 0.6% of higher manager salaries, and 0.1% of higher other labor expenses.

• Restaurant expenses were favorable 2.1%, due to 3.1% of sales leverage and 0.3% of lower repairs and maintenance, partially offset by 0.4% of higher advertising, 0.3% of higher rent, 0.2% of higher workers' compensation and general liability insurance, 0.2% of higher delivery fees and to-go supplies, and 0.2% of higher supervision.

• Food and beverage costs were unfavorable 0.2%, due to 1.2% of unfavorable menu item mix and 0.2% of unfavorable commodity costs primarily driven by higher meat and seafood, partially offset by lower poultry and 1.2% from favorable menu pricing.

• Restaurant labor was favorable 0.3%, due to 1.3% of sales leverage and 0.1% of lower other labor expenses, partially offset by 0.6% of higher hourly labor driven by increased staffing levels and wage rates, 0.3% of higher health insurance, and 0.2% of higher manager salaries.

• Restaurant expenses were unfavorable 0.4%, due to 0.6% of higher advertising, 0.4% of higher repairs and maintenance, 0.4% of higher delivery fees and to-go supplies, 0.2% of higher workers' compensation and general liability insurance, and 0.1% of higher rent, partially offset by 1.1% of sales leverage and 0.2% lower other restaurant expenses.

Depreciation and amortization increased $6.9 million as follows:

Depreciation and Amortization

Thirteen Week Period Ended September 25, 2024 $ 46.3

Thirteen Week Period Ended December 25, 2024 $ 47.7

Additions for new and existing restaurant assets 11.3

Corporate assets 0.4

Finance leases

Retirements and fully depreciated restaurant assets (4.4)

Thirteen Week Period Ended December 24, 2025 $ 54.6

General and administrative expenses increased $6.6 million as follows:

General and Administrative

Thirteen Week Period Ended December 25, 2024 $ 53.1

Payroll expenses 4.0

Stock-based compensation

Defined contribution plan employer expenses and other benefits 0.4

Corporate technology initiatives

Thirteen Week Period Ended December 24, 2025 $ 59.7

Other (gains) and charges consisted of the following (for further details, refer to Note 11 - Other Gains and Charges):

Thirteen Week Periods Ended

2025 December 25,

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

Litigation & claims, net 0.8 6.1

Severance and other benefit charges 0.2 —

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

Enterprise system implementation costs — 5.2

Lease modification gain, net (2.5) (0.7)

Interest expenses decreased $4.0 million primarily due to the lower average revolver balance during the current year.

Twenty-Six Week Period Ended December 24, 2025 compared to December 25, 2024

The following is a summary of the changes in Costs and Expenses:

Twenty-Six Week Periods Ended Favorable (Unfavorable) Variance

December 24, 2025 December 25, 2024

Dollars % of Company Sales Dollars % of Company Sales Dollars % of Company Sales

Food and beverage costs $ 715.1 25.8 % $ 628.2 25.4 % $ (86.9) (0.4) %

Restaurant labor 877.4 31.6 % 798.4 32.3 % (79.0) 0.7 %

Restaurant expenses 696.1 25.1 % 638.3 25.8 % (57.8) 0.7 %

Depreciation and amortization 108.2 94.0 (14.2)

General and administrative 116.9 104.9 (12.0)

Other (gains) and charges 1.4 21.0 19.6

Interest expenses 21.2 29.0 7.8

Other income, net (0.6) (0.6) —

As a percentage of Company sales:

• Food and beverage costs were unfavorable 0.4%, due to 1.2% of unfavorable menu item mix and 0.3% of unfavorable commodity costs primarily driven by meat and seafood, partially offset by 1.1% favorable menu pricing.

• Restaurant labor was favorable 0.7%, due to 2.2% of sales leverage and 0.1% of lower other labor expenses, partially offset by 1.1% of higher hourly labor driven by increased staffing levels and wage rates, 0.3% of higher manager salaries, and 0.2% of higher health insurance.

• Restaurant expenses were favorable 0.7%, due to 2.0% of sales leverage and 0.1% of lower other restaurant expenses, partially offset by 0.5% of higher advertising, 0.5% of higher delivery fees and to-go supplies, 0.2% of higher workers' compensation and general liability insurance, and 0.2% of higher rent.

Depreciation and amortization increased $14.2 million as follows:

Depreciation and Amortization

Twenty-Six Week Period Ended December 25, 2024 $ 94.0

Additions for new and existing restaurant assets 24.0

Corporate assets 1.2

Finance leases

Retirements and fully depreciated restaurant assets (11.4)

Thirteen Week Period Ended September 24, 2025 $ 53.6

Twenty-Six Week Period Ended December 24, 2025 $ 108.2

General and administrative expenses increased $12.0 million as follows:

General and Administrative

Thirteen Week Period Ended September 25, 2024 $ 51.8

Twenty-Six Week Period Ended December 25, 2024 $ 104.9

Payroll expenses 8.1

Corporate technology initiatives

Defined contribution plan employer expenses and other benefits 1.2

Stock-based compensation

Professional fees (0.9)

Defined contribution plan employer expenses and other benefits 1.6

Performance-based compensation

Thirteen Week Period Ended September 24, 2025 $ 57.2

Twenty-Six Week Period Ended December 24, 2025 $ 116.9

Other (gains) and charges consisted of the following (for further details, refer to Note 11 - Other Gains and Charges):

Thirteen Week Periods Ended

September 24,

2025 September 25,

Twenty-Six Week Periods Ended

2025 December 25,

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

Severance and other benefit charges 1.7 0.3

Litigation & claims, net 1.5 8.6

Restaurant closure asset write-offs and charges 0.6 0.7

Enterprise system implementation costs — 9.6

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

Lease modification gain, net (2.5) (1.0)

Other 0.9 1.3

Interest expenses decreased $7.8 million primarily due to the lower average outstanding debt balances.

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,

Effective income tax rate 18.7 % 16.4 % 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 thirteen and twenty-six week periods ended December 24, 2025 and December 25, 2024.

The change in the effective income tax rate in the thirteen week period ended December 24, 2025 to the thirteen week period ended December 25, 2024 is primarily due to higher Income before income taxes and resulting deleverage of the FICA tip tax credit.

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.

1., also known as the One Big Beautiful Bill Act (OBBBA), was enacted on July 4, 2025.

The legislation included several provisions that impact the timing and magnitude of certain tax deductions, including restoring 100% bonus depreciation for qualifying property.

We have applied the key provisions impacting our financial position for the thirteen week period ended September 24, 2025, and will continue to assess the potential impacts on our financial position, results of operations and cash flows as additional guidance from the OBBBA is issued.

We have applied the key provisions impacting our financial position for the thirteen and twenty-six week periods ended December 24, 2025, and will continue to assess the potential impacts on our financial position, results of operations and cash flows as additional guidance from the OBBBA is issued.

Segment Results

Chili’s Segment

Thirteen Week Period Ended September 24, 2025 compared to September 25, 2024

Thirteen Week Period Ended December 24, 2025 compared to December 25, 2024

Thirteen Week Periods Ended Favorable (Unfavorable) Variance Variance as percentage

September 24,

2025 September 25,

2025 December 25,

Company sales $ 1,304.1 $ 1,196.9 $ 107.2 9.0 %

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Total revenues $ 1,317.3 $ 1,208.8 $ 108.5 9.0 %

Chili’s Total revenues increased by 21.3% primarily due to favorable comparable restaurant sales driven by higher traffic, favorable menu item mix, and menu pricing.

Chili’s Total revenues increased by 9.0% primarily due to favorable comparable restaurant sales driven by menu pricing, higher traffic, and favorable menu item mix.

Refer to “Revenues” section above for further details about Chili’s revenues changes.

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Thirteen Week Periods Ended Favorable (Unfavorable) Variance

September 24, 2025 September 25, 2024

December 24, 2025 December 25, 2024

Dollars % of Company Sales Dollars % of Company Sales Dollars % of Company Sales

6 unchanged sentences

As a percentage of Company sales:

• Chili’s Food and beverage costs were unfavorable 0.4%, due to 1.0% of unfavorable menu item mix and 0.4% of unfavorable commodity costs primarily driven by meat and seafood, partially offset by 1.0% from menu pricing.

• Chili’s Restaurant labor was favorable 1.5%, due to 3.9% of sales leverage, partially offset by 1.7% of higher hourly labor driven by increased staffing levels and wage rates, 0.6% of higher manager salaries, and 0.1% of higher other labor expenses.

• Chili’s Restaurant expenses were favorable 2.7%, due to 3.6% of sales leverage and 0.4% of lower repairs and maintenance, partially offset by 0.3% of higher advertising, 0.3% of higher rent, 0.3% of higher supervision, 0.2% of higher workers' compensation and general liability insurance, and 0.2% of higher delivery fees and to-go supplies.

• Chili’s Food and beverage costs were favorable 0.1%, due to 1.2% from favorable menu pricing, partially offset by 0.9% of unfavorable menu item mix and 0.2% of unfavorable commodity costs primarily driven by meat and seafood, partially offset by lower poultry.

• Chili’s Restaurant labor was favorable 0.4%, due to 1.6% of sales leverage, partially offset by 0.6% of higher hourly labor driven by increased staffing levels and wage rates, 0.3% of higher manager salaries, and 0.3% of higher health insurance.

• Chili’s Restaurant expenses were unfavorable 0.1%, due to 0.6% of higher advertising, 0.4% of higher repairs and maintenance, 0.3% of higher delivery fees and to-go supplies, and 0.3% of higher rent, partially offset by 1.5% of sales leverage.

Chili’s Depreciation and amortization increased $5.7 million as follows:

Depreciation and Amortization

Thirteen Week Period Ended September 25, 2024 $ 40.5

Thirteen Week Period Ended December 25, 2024 $ 41.8

Additions for new and existing restaurant assets 10.0

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Retirements and fully depreciated restaurant assets (3.8)

Thirteen Week Period Ended September 24, 2025 $ 46.7

Thirteen Week Period Ended December 24, 2025 $ 47.5

Chili’s General and administrative increased $2.4 million as follows:

General and Administrative

Thirteen Week Period Ended September 25, 2024 $ 11.8

Defined contribution plan employer expenses and other benefits 0.5

Thirteen Week Period Ended December 25, 2024 $ 12.2

Payroll expenses 1.0

Defined contribution plan employer expenses and other benefits 0.5

Stock-based compensation 0.2

Performance-based compensation 0.2

Thirteen Week Period Ended September 24, 2025 $ 12.7

Thirteen Week Period Ended December 24, 2025 $ 14.6

Chili’s Other (gains) and charges consisted of the following (for further details, refer to Note 11 - Other Gains and Charges):

Thirteen Week Periods Ended

September 24,

2025 September 25,

2025 December 25,

Restaurant closure asset write-offs and charges $ 1.4 $ 0.8

Litigation & claims, net 0.6 5.4

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

Lease modification gain, net (2.5) (0.7)

$ (0.4) $ 6.2

Twenty-Six Week Period Ended December 24, 2025 compared to December 25, 2024

Twenty-Six Week Periods Ended Favorable (Unfavorable) Variance Variance as percentage

2025 December 25,

Company sales $ 2,540.3 $ 2,215.8 $ 324.5 14.6 %

Franchise revenues 26.7 23.4 3.3 14.1 %

Total revenues $ 2,567.0 $ 2,239.2 $ 327.8 14.6 %

Chili’s Total revenues increased by 14.6% primarily due to favorable comparable sales driven by higher traffic, menu pricing, and favorable menu item mix.

Refer to “Revenues” section above for further details about Chili’s revenues changes.

The following is a summary of the changes in Chili’s operating costs and expenses:

Twenty-Six Week Periods Ended Favorable (Unfavorable) Variance

December 24, 2025 December 25, 2024

Dollars % of Company Sales Dollars % of Company Sales Dollars % of Company Sales

Food and beverage costs $ 656.2 25.8 % $ 569.2 25.7 % $ (87.0) (0.1) %

Restaurant labor 801.9 31.6 % 720.0 32.5 % (81.9) 0.9 %

Restaurant expenses 620.1 24.4 % 565.6 25.5 % (54.5) 1.1 %

Depreciation and amortization 94.2 82.3 (11.9)

General and administrative 27.3 24.0 (3.3)

Other (gains) and charges (1.7) 9.1 10.8

As a percentage of Company sales:

• Chili’s Food and beverage costs were unfavorable 0.1%, due to 0.9% of unfavorable menu item mix and 0.3% of unfavorable commodity costs primarily driven by higher meat and seafood, partially offset by 1.1% from favorable menu pricing.

• Chili’s Restaurant labor was favorable 0.9%, due to 2.6% of sales leverage, partially offset by 1.2% of higher hourly labor driven by increased staffing levels and wage rates, 0.3% of higher manager salaries, and 0.2% of higher health insurance.

• Chili’s Restaurant expenses were favorable 1.1%, due to 2.5% of sales leverage, partially offset by 0.5% of higher advertising, 0.4% of higher delivery fees and to-go supplies, 0.2% of higher workers' compensation and general liability insurance, 0.2% of higher rent, and 0.1% of higher other restaurant expenses.

Chili’s Depreciation and amortization increased $11.9 million as follows:

Depreciation and Amortization

Twenty-Six Week Period Ended December 25, 2024 $ 82.3

Additions for new and existing restaurant assets 21.4

Finance leases

Retirements and fully depreciated restaurant assets (9.7)

Twenty-Six Week Period Ended December 24, 2025 $ 94.2

Chili’s General and administrative increased $3.3 million as follows:

General and Administrative

Twenty-Six Week Period Ended December 25, 2024 $ 24.0

Payroll expenses 1.4

Defined contribution plan employer expenses and other benefits 1.0

Stock-based compensation 0.4

Performance-based compensation (0.6)

Twenty-Six Week Period Ended December 24, 2025 $ 27.3

Chili’s Other (gains) and charges consisted of the following (for further details, refer to Note 11 - Other Gains and Charges):

Twenty-Six Week Periods Ended

2025 December 25,

Restaurant closure asset write-offs and charges $ 1.7 $ 1.5

Litigation & claims, net 1.3 6.6

Loss from natural disasters, net (of insurance recoveries) (2.2) 0.7

Other (0.1) 1.0

Lease modification gain, net (2.5) (1.0)

$ (1.7) $ 9.1

Maggiano’s Segment

Thirteen Week Period Ended September 24, 2025 compared to September 25, 2024

Thirteen Week Period Ended December 24, 2025 compared to December 25, 2024

Thirteen Week Periods Ended Favorable (Unfavorable) Variance Variance as a percentage

September 24,

2025 September 25,

2025 December 25,

Company sales $ 134.7 $ 149.2 $ (14.5) (9.7) %

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Total revenues $ 134.9 $ 149.4 $ (14.5) (9.7) %

Maggiano’s Total revenues decreased 8.4% primarily due to unfavorable comparable restaurant sales driven by lower traffic partially offset by menu pricing, and the unfavorable impact of restaurant closures.

Maggiano’s Total revenues decreased 9.7% primarily due to unfavorable impact of restaurant closures and unfavorable comparable restaurant sales driven by lower traffic partially offset by menu pricing.

Refer to “Revenues” section above for further details about Maggiano’s revenues changes.

1 unchanged sentence

Thirteen Week Periods Ended Favorable (Unfavorable) Variance

September 24, 2025 September 25, 2024

December 24, 2025 December 25, 2024

Dollars % of Company Sales Dollars % of Company Sales Dollars % of Company Sales

6 unchanged sentences

As a percentage of Company sales:

• Maggiano’s Food and beverage costs were unfavorable 1.8%, due to 2.3% unfavorable menu item mix and 0.4% of unfavorable commodity costs primarily driven by meat and seafood, partially offset by 0.9% from menu pricing.

• Maggiano’s Restaurant labor was unfavorable 3.0%, due to 1.8% of sales deleverage, 0.5% of higher manager salaries, 0.3% of higher hourly labor, and 0.4% of higher other labor expenses.

• Maggiano’s Restaurant expenses were unfavorable 6.1%, due to 2.2% of sales deleverage, 1.3% of higher advertising, 1.0% of higher delivery fees and to-go supplies, 0.4% of higher repairs and maintenance, 0.4% of higher workers' compensation and general liability insurance, 0.3% of higher reimage related asset retirement loss, 0.2% of higher rent, and 0.3% of higher other restaurant expenses.

• Maggiano’s Food and beverage costs were unfavorable 2.6%, due to 3.0% unfavorable menu item mix and 0.7% of unfavorable commodity costs primarily driven by meat and seafood, partially offset by lower dairy and 1.1% from favorable menu pricing.

• Maggiano’s Restaurant labor was unfavorable 0.9%, due to 1.6% of sales deleverage and 0.3% of higher health insurance, partially offset by 0.7% of lower manager bonus and 0.3% of lower other labor expenses.

• Maggiano’s Restaurant expenses were unfavorable 3.2%, due to 1.8% of sales deleverage, 0.7% of higher delivery fees and to-go supplies, 0.5% of higher workers' compensation and general liability insurance, and 0.3% of higher repairs and maintenance, partially offset by 0.1% of lower other restaurant expenses.

Twenty-Six Week Period Ended December 24, 2025 compared to December 25, 2024

Twenty-Six Week Periods Ended Favorable (Unfavorable) Variance Variance as a percentage

2025 December 25,

Company sales $ 233.9 $ 257.6 $ (23.7) (9.2) %

Franchise revenues 0.5 0.4 0.1 25.0 %

Total revenues $ 234.4 $ 258.0 $ (23.6) (9.1) %

Maggiano’s Total revenues decreased 9.1% primarily due to unfavorable comparable restaurant sales and unfavorable impact of restaurant closures.

Unfavorable comparable restaurant sales were driven by lower traffic, partially offset by menu pricing.

Refer to “Revenues” section above for further details about Maggiano’s revenues changes.

The following is a summary of the changes in Maggiano’s operating costs and expenses:

Twenty-Six Week Periods Ended Favorable (Unfavorable) Variance

December 24, 2025 December 25, 2024

Dollars % of Company Sales Dollars % of Company Sales Dollars % of Company Sales

Food and beverage costs $ 58.9 25.2 % $ 59.0 22.9 % $ 0.1 (2.3) %

Restaurant labor 75.5 32.3 % 78.4 30.4 % 2.9 (1.9) %

Restaurant expenses 75.6 32.3 % 72.0 28.0 % (3.6) (4.3) %

Depreciation and amortization 8.5 6.8 (1.7)

General and administrative 3.7 5.4 1.7

Other (gains) and charges 1.3 0.4 (0.9)

As a percentage of Company sales:

• Maggiano’s Food and beverage costs were unfavorable 2.3%, due to 2.8% of unfavorable menu item mix and 0.6% of unfavorable commodity costs primarily driven by higher meat and seafood, partially offset by lower dairy and 1.1% from favorable menu pricing.

• Maggiano’s Restaurant labor was unfavorable 1.9%, due to 1.7% of sales deleverage, 0.2% of higher health insurance, and 0.4% of higher other labor expenses, partially offset by 0.4% of lower manager bonus.

• Maggiano’s Restaurant expenses were unfavorable 4.3%, due to 1.8% of sales deleverage, 0.9% of higher delivery fees and to-go supplies, 0.6% of higher advertising, 0.5% of higher workers' compensation and general liability insurance, 0.4% of higher repairs and maintenance, and 0.1% of higher other restaurant expenses.

Liquidity and Capital Resources

Cash Flows from Operating Activities

Thirteen Week Periods Ended Favorable (Unfavorable) Variance

September 24,

2025 September 25,

Twenty-Six Week Periods Ended Favorable (Unfavorable) Variance

2025 December 25,

Net cash provided by operating activities $ 339.7 $ 281.0 $ 58.7

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Cash Flows from Investing Activities

Thirteen Week Periods Ended Favorable (Unfavorable) Variance

September 24,

2025 September 25,

Twenty-Six Week Periods Ended Favorable (Unfavorable) Variance

2025 December 25,

Net cash used in investing activities $ (121.6) $ (105.8) $ (15.8)

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Cash Flows from Financing Activities

Thirteen Week Periods Ended Favorable (Unfavorable) Variance

September 24,

2025 September 25,

Twenty-Six Week Periods Ended Favorable (Unfavorable) Variance

2025 December 25,

Net cash used in financing activities $ (222.0) $ (225.0) $ 3.0

Net cash used in financing activities decreased primarily due to an increase in net borrowings of long-term debt, partially offset by an increase in share repurchase activity in fiscal 2026 compared to fiscal 2025.

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

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

Net cash used in financing activities decreased slightly primarily due to a decrease in net repayments of long-term debt as a result of the prior year payoff of our $350.0 million 5.00% notes, offset by an increase in share repurchase activity in fiscal 2026 compared to fiscal 2025.

During the twenty-six week period ended December 24, 2025, net borrowings of $20.0 million were drawn on the 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.

Our $1.0 billion revolving credit facility, as amended, 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 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, our interest rate was 4.98% consisting of SOFR of 3.73% plus the applicable margin of 1.25%.

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.

We expect to remain in compliance with our covenants during the remainder of fiscal 2026.

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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.

Cash Flow Outlook

In light of an unpredictable macroeconomy, including commodity and labor inflation and supply chain disruption, we continue to focus on cash flow generation and maintaining a solid and flexible financial position to execute our long-term strategy of investing in our business.

We continue to assess the macro environment and will adjust our overall approach to capital allocation, including share repurchases, based on market conditions and trends.

Based on the current level of operations, we believe that our current cash and cash equivalents, coupled with cash generated from operations and availability under our existing revolving credit facility will be adequate to meet our capital expenditure and working capital needs for at least the next twelve months.

Future Commitments and Contractual Obligations

In the thirteen week period ended September 24, 2025, we entered into long-term purchase obligations for various marketing programs, primarily media purchases.

Payments under these contracts are $18.0 million in fiscal 2026, $21.2 million in fiscal 2027, $21.1 million in fiscal 2028, and $4.4 million in fiscal 2029.

During the first quarter of fiscal 2026, we entered into long-term purchase obligations for various marketing programs, primarily media purchases.

Payments remaining under these contracts are $5.5 million in fiscal 2026, $21.2 million in fiscal 2027, $21.1 million in fiscal 2028, and $4.4 million in fiscal 2029.

Critical Accounting Estimates

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What changed 10-Q

Item 2. Management’s Discussion and Analysis