What changed in this filing

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Item 1. Financial Statements

2026-04-29 compared with 2026-01-28 · 101 added, 87 removed, 417 unchanged (31% of the section changed)

3 unchanged sentences

(In millions, except per share amounts)

Thirteen Week Periods Ended Twenty-Six Week Periods Ended

2025 December 25,

2024 December 24,

2025 December 25,

Thirteen Week Periods Ended Thirty-Nine Week Periods Ended

2026 March 26,

2025 March 25,

2026 March 26,

Company sales $ 1,455.5 $ 1,413.0 $ 4,229.7 $ 3,886.4

65 unchanged sentences

$ 0.10 par value;

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)

60.3 million shares issued and 42.9 million shares outstanding at March 25, 2026 and 60.3 million shares issued and 44.5 million shares outstanding at June 25, 2025)

Additional paid-in capital 675.3 714.5

1 unchanged sentence

Retained earnings 542.4 186.5

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

Treasury stock, at cost ( 17.4 million shares at March 25, 2026, and 15.8 million shares at June 25, 2025)

( 811.2 ) ( 529.7 )

5 unchanged sentences

(In millions)

Twenty-Six Week Periods Ended

2025 December 25,

Thirty-Nine Week Periods Ended

2026 March 26,

Cash flows from operating activities

45 unchanged sentences

(In millions)

Twenty-Six Week Period Ended December 24, 2025

Thirty-Nine Week Period Ended March 25, 2026

Common Stock Additional

15 unchanged sentences

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

Net income — — 127.9 — — 127.9

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

Stock-based compensation — 8.0 — — — 8.0

Purchases of treasury stock — ( 0.3 ) — ( 109.2 ) — ( 109.5 )

Issuances of treasury stock — ( 0.7 ) — 1.1 — 0.4

Balances at March 25, 2026 $ 6.0 $ 675.3 $ 542.4 $ ( 811.2 ) $ ( 6.5 ) $ 406.0

See accompanying Notes to Consolidated Financial Statements (Unaudited)

Thirty-Nine Week Period Ended March 26, 2025

Common Stock Additional

Capital Accumulated Deficit Treasury

Capital Retained Earnings (Accumulated Deficit) Treasury

Stock Accumulated

13 unchanged sentences

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)

14 unchanged sentences

Segment Information 16

Footnote Inde x

Footnote Index

BASIS OF PRESENTATION

1 unchanged sentence

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

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”).

Our Consolidated Financial Statements (Unaudited) as of March 25, 2026 and June 25, 2025, and for the thirteen and thirty-nine week periods ended March 25, 2026 and March 26, 2025, 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 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.

As of March 25, 2026, we owned, operated or franchised 1,632 restaurants, consisting of 1,162 Company-owned restaurants and 470 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.

12 unchanged sentences

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

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

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

The amendments should be applied prospectively;

however, retrospective application is permitted.

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

Improvements to Income Tax Disclosures, which enhances income tax disclosures through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The Company will adopt this ASU in our fiscal 2026 Form 10-K, and management is currently assessing whether to apply the relevant provisions prospectively or retrospectively.

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

3 unchanged sentences

The amendments should be

Footnote Inde x

Footnote Index

applied prospectively;

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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.

Management does not expect this ASU to have a material impact on our 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 December 24, 2025:

The following table reflects the changes in deferred franchise and development fees between June 25, 2025 and March 25, 2026:

Deferred Franchise and Development Fees

2 unchanged sentences

Amount recognized to Franchise revenues ( 1.5 )

Balance as of December 24, 2025 $ 9.3

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 December 24, 2025:

Balance as of March 25, 2026 $ 8.9

Fiscal Year Franchise and Development Fees Revenue Recognition

1 unchanged sentence

Thereafter 6.0

Footnote Inde x

Footnote Index

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 December 24, 2025:

The following table reflects the changes in the Gift card liability between June 25, 2025 and March 25, 2026:

Gift Card Liability

4 unchanged sentences

Other ( 0.3 )

Balance as of December 24, 2025

Balance as of March 25, 2026

FAIR VALUE MEASUREMENTS

9 unchanged sentences

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

March 25, 2026 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 and twenty-six week periods ended December 24, 2025 and December 25, 2024, no indicators of impairment were identified.

During the thirteen and thirty-nine week periods ended March 25, 2026 and March 26, 2025, 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 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.

Footnote Index

amortization associated with definite-lived intangible assets at March 25, 2026 and June 25, 2025, was $ 20.6 million and $ 19.0 million, respectively.

ACCRUED LIABILITIES

2 unchanged sentences

Insurance $ 43.6 $ 39.7

Property tax 27.4 25.2

Current installments of finance lease obligations 27.3 17.6

Sales tax 26.2 22.8

Interest 13.7 13.5

Current installments of finance lease obligations 23.8 17.6

Property tax 20.7 25.2

Utilities and services 11.2 10.5

Interest 7.0 13.5

Other 43.4 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 Twenty-Six Week Periods Ended

2025 December 25,

2024 December 24,

2025 December 25,

Thirteen Week Periods Ended Thirty-Nine Week Periods Ended

2026 March 26,

2025 March 25,

2026 March 26,

Operating lease cost $ 47.8 $ 45.8 $ 142.8 $ 137.2

6 unchanged sentences

Supplemental cash flow information related to leases:

Twenty-Six Week Periods Ended

2025 December 25,

Thirty-Nine Week Periods Ended

2026 March 26,

Operating lease assets obtained in exchange for operating lease liabilities $ 132.8 $ 65.3

Finance lease assets obtained in exchange for finance lease liabilities 22.1 17.2

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

Finance lease assets are recorded in Property and equipment, at cost, and the net balance as of March 25, 2026 and June 25, 2025 was $ 87.9 million and $ 85.8 million, respectively.

Footnote Index

Long-term debt consists of the following:

2026 June 25,

Revolving credit facility $ 20.0 $ —

8.25 % notes $ 350.0 $ 350.0

Revolving credit facility — —

Finance lease obligations 101.6 97.6

8 unchanged sentences

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 December 24, 2025, our interest rate was 4.98 % consisting of SOFR of 3.73 % plus the applicable margin of 1.25 %.

As of March 25, 2026, our interest rate was 4.93 % consisting of SOFR of 3.68 % plus the applicable margin of 1.25 %.

As of March 25, 2026, $ 969.9 million of credit was available under the revolving credit facility.

Availability under the revolving credit facility was reduced by a $ 30.1 million letter of credit as of March 25, 2026.

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

As of March 25, 2026, the Company had $ 350.0 million principal amount of 8.25% senior notes which mature in fiscal 2031.

The notes are callable beginning July 15, 2026 at the Company’s option, at a redemption price equal to 100.0% of the principal amount plus an applicable premium if redeemed prior to July 15, 2028 ranging from 4.125% to 2.063% , and any accrued and unpaid interest.

The indenture for our 8.25% notes contains certain limitations and restrictions on the ability of the Company and its Restricted Subsidiaries (as defined in the indentures) to (i) create liens on Principal Property (as defined in the indenture) and (ii) merge, consolidate or amalgamate with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of their property.

Financial Covenants

The indenture for our 8.25% notes contains certain covenants, including, but not limited to, limitations and restrictions on the ability of the Company and its Restricted Subsidiaries (as defined in the indentures) to (i) create liens on Principal Property (as defined in the indenture) and (ii) merge, consolidate or amalgamate with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of their property.

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

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

As of 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 .

As of March 25, 2026, 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 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.

As of March 25, 2026 and June 25, 2025, we have outstanding lease guarantees or are secondarily liable for an estimated $ 9.0 million and $ 11.9 million, respectively.

Footnote Index

These leases have been assigned to the buyers and expire at the end of the respective lease terms, which range from fiscal 2027 through fiscal 2035.

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 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.

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.

Letters of Credit

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

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

As of March 25, 2026, we had $ 34.1 million in undrawn standby letters of credit outstanding.

All standby letters of credit are renewable within the next 4 months.

5 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.

Twenty-Six Week Periods Ended

2025 December 25,

Thirty-Nine Week Periods Ended

2026 March 26,

Effective income tax rate 15.7 % 15.8 %

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.

The federal statutory tax rate was 21.0 % for the thirty-nine week periods ended March 25, 2026 and March 26, 2025.

The change in the effective income tax rate in the thirty-nine week period ended March 25, 2026 to the thirty-nine week period ended March 26, 2025 is primarily due to significantly higher excess tax benefits from stock based compensation of $ 12.4 million in fiscal 2026, partially offset by higher Income before income taxes and resulting deleverage of the FICA tip tax credit.

SHAREHOLDERS’ EQUITY

4 unchanged sentences

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

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.

In the thirty-nine week period ended March 25, 2026, we repurchased 2.5 million shares of our common stock for $ 343.4 million, including 2.2 million shares purchased for $ 300.0 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

Footnote Index

restricted shares.

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

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

Footnote Inde x

As of March 25, 2026, approximately $ 207.0 million of share repurchase authorization remains under the current share repurchase program.

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.

Twenty-Six Week Periods Ended

2025 December 25,

Thirty-Nine Week Periods Ended

2026 March 26,

Restricted share awards

6 unchanged sentences

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

There were no awards excluded from the calculation of diluted net income per share due to anti-dilutive effect for the periods presented.

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

Thirteen Week Periods Ended Twenty-Six Week Periods Ended

2025 December 25,

2024 December 24,

2025 December 25,

Thirteen Week Periods Ended Thirty-Nine Week Periods Ended

2026 March 26,

2025 March 25,

2026 March 26,

Basic weighted average shares outstanding 43.2 44.4 44.0 44.6

3 unchanged sentences

Diluted weighted average shares outstanding 44.5 46.4 45.1 46.4

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

OTHER GAINS AND CHARGES

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

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

Thirteen Week Periods Ended Thirty-Nine Week Periods Ended

2026 March 26,

2025 March 25,

2026 March 26,

Litigation & claims, net $ 0.9 $ 2.5 $ 2.4 $ 11.1

Severance and other benefit charges 0.2 — 1.7 0.3

Loss from natural disasters, net (of insurance recoveries) 0.3 — ( 2.0 ) 0.7

Restaurant closure asset write-offs and charges 0.1 0.8 2.2 2.3

Enterprise system implementation costs — 2.4 — 12.0

Severance and other benefit charges — 2.0 1.7 2.3

Lease contingencies — 1.5 — 1.5

Lease modification gain, net ( 0.1 ) ( 0.2 ) ( 2.6 ) ( 1.2 )

1 unchanged sentence

$ 2.1 $ 9.0 $ 3.5 $ 30.0

• 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

Footnote Index

• 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.

• 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.

• 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, partially offset by costs incurred related to Winter Storm Fern.

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.

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

• Lease contingencies in the prior year include expenses recognized for certain lease guarantees associated with divested brands when we have determined it is probable that the current lessee will default on the lease obligation.

Refer to Note 7 - Commitments and Contingencies for additional information about our secondarily liable lease guarantees.

• 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.

14 unchanged sentences

There were no material transactions between our operating segments.

Footnote Inde x

Footnote Index

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

Thirteen Week Period Ended December 24, 2025

Thirteen Week Period Ended March 25, 2026

Chili's Maggiano's Corporate Consolidated

13 unchanged sentences

Income (loss) before income taxes $ 208.2 $ 4.6 $ ( 56.1 ) $ 156.7

Thirteen Week Period Ended December 25, 2024

Thirteen Week Period Ended March 26, 2025

Chili's Maggiano's Corporate Consolidated

13 unchanged sentences

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

Footnote Inde x

Twenty-Six Week Period Ended December 24, 2025

Footnote Index

Thirty-Nine Week Period Ended March 25, 2026

Chili’s Maggiano's Corporate Consolidated

14 unchanged sentences

Segment assets $ 2,193.2 $ 306.9 $ 272.2 $ 2,772.3

Twenty-Six Week Period Ended December 25, 2024

Thirty-Nine Week Period Ended March 26, 2025

Maggiano's Corporate Consolidated

17 unchanged sentences

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