1 unchanged sentence
Securities Trading Plans of Directors and Executive Officers
−Removed: During the second quarter ended July 14, 2024, none of our directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.
−Removed: Second Amendment to Credit Agreement
−Removed: On August 21, 2024, the Company entered into an incremental amendment to its Credit Agreement (the “Second Amendment”), by and among the Company, Red Robin International, Inc., as the borrower (the “Borrower”), certain subsidiary guarantors party thereto, certain incremental revolving lenders party thereto (the “Revolving Incremental Lenders”), the other lenders party thereto and Fortress Credit Corp., as administrative agent and as collateral agent (the “Agent”), which amends the Credit Agreement, dated as of March 4, 2022 (as amended by that certain Amendment No.
−Removed: 1, dated as of July 17, 2023, the “Credit Agreement”, and by the Second Amendment, the “Amended Credit Agreement”), by and among the Company, the Borrower, the lenders and issuing banks from time to time party thereto, the Agent and the other parties from time to time party thereto.
+Added: During the third quarter ended October 6, 2024, none of our directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.
+Added: Third Amendment to Credit Agreement
+Added: On November 4, 2024, the Company entered into an incremental amendment to its Credit Agreement (the “Third Amendment”), by and among the Company, Red Robin International, Inc., as the borrower (the “Borrower”), certain subsidiary guarantors party thereto, certain lenders party thereto (constituting the Required Lenders and each Revolving Facility Lender holding a Second Amendment Incremental Revolving Facility Commitment) and Fortress Credit Corp., as administrative agent and as collateral agent (the “Agent”), which amends the Credit Agreement, dated as of March 4, 2022 (as amended by that certain Amendment No.
+Added: 1, dated as of July 17, 2023, and that certain Amendment No.
+Added: 2, dated as of August 21, 2024, the “Credit Agreement”, and by the Third Amendment, the “Amended Credit Agreement”), by and among the Company, the Borrower, the lenders and issuing banks from time to time party thereto, the Agent and the other parties from time to time party thereto.
All capitalized terms not defined herein have the meanings given to them in the Amended Credit Agreement.
−Removed: The Second Amendment provides additional flexibility to continue to implement our business strategy, making the following changes, among others, to the Credit Agreement:
−Removed: • The Revolving Incremental Lenders will extend incremental revolving facility commitments to increase the size of the existing $25 million revolving line of credit by $15 million to $40 million.
−Removed: The $15 million increased commitments will terminate at end of the third quarter of 2025 at which time the revolving line of credit will be reduced back to $25 million.
−Removed: • Removes the variable Pricing Grid and increases the Applicable Margin on all Term Loans and Revolving Facility Loans that are SOFR Loans to 7.50% per annum and that are ABR Loans to 6.50% per annum.
−Removed: • Provides certain relief from the financial covenant by increasing the required Maximum Net Total Leverage Ratio beginning in the third quarter of 2024 through the third quarter of 2025.
−Removed: • Adds certain additional reporting requirements.
−Removed: The summary descriptions of the Second Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.6 and is incorporated herein by reference.
+Added: The Third Amendment provides additional flexibility to continue to implement our business strategy, making the following changes to the Credit Agreement:
+Added: • Maintaining the revolving commitments under the Credit Agreement at $40 million through the end of the first fiscal quarter of 2026.
+Added: The revolving commitments were previously scheduled to be reduced to $25 million at the end of the third fiscal quarter of 2025.
+Added: • Providing additional relief from the financial covenant by increasing the permitted Maximum Net Total Leverage Ratio beginning in the fourth fiscal quarter of 2025 through the end of the first fiscal quarter of 2026.
+Added: The summary descriptions of the Third Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Third Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Number Description
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Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 24, 2023.
−Removed: R ed Robin Go urmet Burgers, Inc.
−Removed: 202 4 Performance Incentive Plan.
−Removed: Incorporated by reference to Appendi x A to our Definitive Proxy Statement filed on April 4, 2024.
−Removed: F orm of Red Robin Gourmet Burgers, Inc.
−Removed: 2024 Performance Incentive Plan Performance Stock Unit Award Agreement
−Removed: Form of Red Robin Gourmet Burgers, Inc.
−Removed: 2024 Performance Incentive Plan Restr i cted Stock Unit Award Agreement
−Removed: F orm of Red Robin Gourmet Burgers, Inc.
−Removed: 2024 Performance Incentive Plan Cash Performance Award Agreement
−Removed: F orm of Red Robin Gourmet Burgers , Inc.
−Removed: 2024 Performance Incentive Plan Nonemployee Director Restricted Stock Unit Award Agreement
A mendment No.
−Removed: 2, dated August 21 , 2024, by and among Red Robin Gourmet Burgers, Inc., Red Robin International, Inc., Fortress Credit Corp., and the lenders party thereto, to Credit Agreement dated March 4, 2022 .
+Added: 3, dated November 4 , 2024, by and among Red Robin Gourmet Burgers, Inc., Red Robin Interna tional , Inc., Fortress Credit Corp.
+Added: , and the lenders party thereto, t o Credit Agreement dated March 4, 2022.
Rule 13a-14(a) Certification of Chief Executive Officer
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101 The following financial information from the Quarterly Report on Form 10-Q of Red Robin Gourmet Burgers, Inc.
−Removed: for the quarter ended July 14, 2024 formatted in XBRL (extensible Business Reporting Language):
−Removed: (i) Condensed Consolidated Balance Sheets at July 14, 2024 and December 31, 2023;
−Removed: (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the twenty-eight weeks ended July 14, 2024 and July 9, 2023;
−Removed: (iii) Condensed Consolidated Statements of Stockholders' Equity at July 14, 2024 and July 9, 2023;
−Removed: (iv) Condensed Consolidated Statements of Cash Flows for the twenty-eight weeks ended July 14, 2024 and July 9, 2023;
+Added: for the quarter ended October 6, 2024 formatted in XBRL (extensible Business Reporting Language):
+Added: (i) Condensed Consolidated Balance Sheets at October 6, 2024 and December 31, 2023;
+Added: (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the forty weeks ended October 6, 2024 and October 1, 2023;
+Added: (iii) Condensed Consolidated Statements of Stockholders' Equity at October 6, 2024 and October 1, 2023;
+Added: (iv) Condensed Consolidated Statements of Cash Flows for the forty weeks ended October 6, 2024 and October 1, 2023;
and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.
4 unchanged sentences
RED ROBIN GOURMET BURGERS, INC.
−Removed: August 22, 2024 By:
+Added: November 6, 2024 By:
/s/ Todd Wilson
1 unchanged sentence
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.