Item 5. Other Information
ITEM 5. Other Information
Securities Trading Plans of Directors and Executive Officers
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.
Third Amendment to Credit Agreement
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. 1, dated as of July 17, 2023, and that certain Amendment No. 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.
The Third Amendment provides additional flexibility to continue to implement our business strategy, making the following changes to the Credit Agreement:
• Maintaining the revolving commitments under the Credit Agreement at $40 million through the end of the first fiscal quarter of 2026. The revolving commitments were previously scheduled to be reduced to $25 million at the end of the third fiscal quarter of 2025.
• 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.
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.
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ITEM 6. Exhibits
Exhibit
Number Description
(3.1)
Restated Certificate of Incorporation of Red Robin Gourmet Burgers, Inc., dated as of May 28, 2015. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 29, 2015.
(3.2)
Fifth Amended and Restated Bylaws dated March 20, 2023. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 24, 2023.
10.1
A mendment No. 3, dated November 4 , 2024, by and among Red Robin Gourmet Burgers, Inc., Red Robin Interna tional , Inc., Fortress Credit Corp. , and the lenders party thereto, t o Credit Agreement dated March 4, 2022.
31.1
Rule 13a-14(a) Certification of Chief Executive Officer
31.2
Rule 13a-14(a) Certification of Chief Financial Officer
32.1
Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
101 The following financial information from the Quarterly Report on Form 10-Q of Red Robin Gourmet Burgers, Inc. for the quarter ended October 6, 2024 formatted in XBRL (extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at October 6, 2024 and December 31, 2023; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the forty weeks ended October 6, 2024 and October 1, 2023; (iii) Condensed Consolidated Statements of Stockholders' Equity at October 6, 2024 and October 1, 2023; (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.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
( ) Exhibits previously filed in the Company's periodic filings as specifically noted.
* Executive compensation plans and arrangements.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RED ROBIN GOURMET BURGERS, INC.
(Registrant)
November 6, 2024 By:
/s/ Todd Wilson
(Date)
Todd Wilson
(Chief Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.