What changed in this filing

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Item 1. Financial Statements

2025-11-10 compared with 2025-08-14 · 129 added, 121 removed, 333 unchanged (43% of the section changed)

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CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for per share amounts) July 13, 2025 December 29, 2024

(in thousands, except for per share amounts) October 5, 2025 December 29, 2024

Current assets:

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Total assets $ 574,219 $ 641,314

Liabilities and stockholders ' equity:

Liabilities and stockholders ' equity (deficit):

Current liabilities:

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Commitments and contingencies (see Note 8)

Commitments and Contingencies)

Stockholders' equity (deficit):

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22,050 shares issued;

17,886 and 17,403 shares outstanding as of July 13, 2025 and December 29, 2024

17,966 and 17,403 shares outstanding as of October 5, 2025 and December 29, 2024

Preferred stock, $ 0.001 par value:

3,000 shares authorized;

no shares issued and outstanding as of July 13, 2025 and December 29, 2024

Treasury stock 4,164 and 4,647 shares, at cost, as of July 13, 2025 and December 29, 2024

no shares issued and outstanding as of October 5, 2025 and December 29, 2024

Treasury stock 4,084 and 4,647 shares, at cost, as of October 5, 2025 and December 29, 2024

( 144,772 ) ( 164,937 )

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Twelve Weeks Ended Twenty-Eight Weeks Ended

(in thousands, except for per share amounts) July 13, 2025 July 14, 2024 July 13, 2025 July 14, 2024

Twelve Weeks Ended Forty Weeks Ended

(in thousands, except for per share amounts) October 5, 2025 October 6, 2024 October 5, 2025 October 6, 2024

Restaurant revenue $ 260,909 $ 270,605 $ 926,024 $ 943,630

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Balance, July 13, 2025 22,050 $ 22 4,164 $ ( 147,645 ) $ 216,757 $ ( 60 ) $ ( 147,717 ) $ ( 78,643 )

Issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan — — ( 80 ) 2,873 ( 2,873 ) — — —

Non-cash stock compensation — — — — 972 — — 972

Net income (loss) — — — — — — ( 18,419 ) ( 18,419 )

Balance, October 5, 2025 22,050 $ 22 4,084 $ ( 144,772 ) $ 214,856 $ ( 60 ) $ ( 166,136 ) $ ( 96,090 )

Common Stock Treasury Stock Accumulated

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Balance, July 14, 2024 20,449 $ 20 4,694 $ ( 166,585 ) $ 224,425 $ ( 36 ) $ ( 94,367 ) $ ( 36,543 )

Issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan — — ( 24 ) 838 ( 897 ) — — ( 59 )

Non-cash stock compensation — — — — 2,138 — — 2,138

Net income (loss) — — — — — — ( 18,876 ) ( 18,876 )

Other comprehensive income (loss), net of tax — — — — — 3 — 3

Balance, October 6, 2024 20,449 $ 20 4,670 $ ( 165,747 ) $ 225,666 $ ( 33 ) $ ( 113,243 ) $ ( 53,337 )

See Notes to Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Twenty-Eight Weeks Ended

(in thousands) July 13, 2025 July 14, 2024

Forty Weeks Ended

(in thousands) October 5, 2025 October 6, 2024

Cash flows from operating activities:

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Net proceeds from sale of property, equipment, and other 6,096 24,287

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

( 18,976 ) 4,873

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Net (repayments) borrowings on revolving credit facility

( 9,000 ) 20,000

Repayments on term loan

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( 3,474 ) ( 2,854 )

Debt issuance costs — ( 2,726 )

Proceeds (uses) from other financing activities, net

Net cash (used in) financing activities

Effect of exchange rate changes on cash — ( 2 )

( 15,555 ) ( 7,990 )

Net change in cash and cash equivalents, and restricted cash ( 8,528 ) ( 1,277 )

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Supplemental disclosure of cash flow information

Income taxes paid, net $ ( 79 ) $ 47

Interest paid, net of amounts capitalized $ 16,843 $ 16,566

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Basis of Presentation and Recent Accounting Pronouncements

Red Robin Gourmet Burgers, Inc., a Delaware corporation, together with its subsidiaries ("Red Robin" or the "Company"), primarily operates, franchises, and develops full-service restaurants in North America.

As of July 13, 2025, the Company owned and operated 397 restaurants located in 39 states.

Red Robin Gourmet Burgers, Inc., a Delaware corporation, is the parent company for Red Robin International, Inc., a Nevada corporation, that together with its subsidiaries ("Red Robin" or the "Company"), primarily operates, franchises, and develops full-service restaurants in North America.

As of October 5, 2025, the Company owned and operated 390 restaurants located in 39 states.

The Company also had 90 franchised full-service restaurants in 13 states and one Canadian province.

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For further information, please refer to and read these interim Condensed Consolidated Financial Statements in conjunction with the Company's audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2024 filed with the SEC on February 26, 2025.

During the year to date period of fiscal 2025, the Company issued 477,212 phantom award units under its 2024 Performance Incentive Plan Phantom Unit Award Agreement, valued at $ 8.40 per award.

The phantom award units are liability-classified awards and are included within Other non-current liabilities on the Company's Condensed Consolidated Balance Sheets.

Our current, prior, and upcoming fiscal year periods, period end dates, and number of weeks included in each period are summarized in the table below:

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The reclassifications had no effect on the Company’s consolidated results.

We made adjustments to the Condensed Consolidated Statements of Cash Flows to include income tax receivable within accounts receivable and other, net, to net borrowings with repayments on revolving credit facilities, and to separately disclose repayments of insurance premium financing.

We made adjustments to the Condensed Consolidated Statements of Cash Flows to include income tax receivable within accounts receivable and other, net, to net borrowings with repayments on revolving credit facilities, to separately disclose repayments of insurance premium financing, and to include net proceeds from sale-leaseback within net proceeds from sale of property, equipment, and other.

We have also revised the presentation of operating expenses in the Condensed Consolidated Statements of Operations to separately disclose Selling expenses and General and administrative expenses.

Previously, these amounts were presented on a combined basis as Selling, general and administrative expenses.

Additionally, we have made an adjustment to the presentation of the components of Other charges (gains), net, found in Note 5.

to include lease remeasurement gains and losses within Asset impairment and restaurant closure costs, net.

Lease remeasurement gains and losses were previously included within Asset disposal and other, net.

Additionally, we have made adjustments to the presentation of the components of Other charges (gains), net, found in Note 5 to align with current period presentation.

Recently Issued and Recently Adopted Accounting Standards

In November 2024, the FASB issued Update 2024-03 which expands disclosures about specific expense categories presented on the face of the income statement.

Update 2024-03 is effective for financial statements issued for annual periods beginning after December 15, 2026, with early adoption permitted.

The Company is evaluating the impact of the adoption of Update 2024-03 to the consolidated financial statements.

In December 2023, the FASB issued Update 2023-09 to improve income tax disclosure requirements, primarily related to rate reconciliations and income taxes paid.

Update 2023-09 is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is evaluating the impact of the adoption of Update 2023-09 to the consolidated financial statements.

In November 2023, FASB issued Update 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024.

Management adopted this ASU beginning with the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2024 filed with the SEC on February 26, 2025.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, to provide a practical expedient and an accounting policy election related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.

The amendments are effective for annual reporting periods beginning after

December 15, 2025, and interim reporting periods within those annual reporting periods.

The Company is evaluating the impact of the adoption of Update 2025-05 to the consolidated financial statements.

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) to introduce a principles-based framework for capitalizing costs related to the development of internal-use software.

ASU 2025-06 also incorporates website development costs into the internal-use software guidance and enhances related disclosure requirements.

The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact of the adoption of ASU 2025-06 to the consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326):

The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The Company is evaluating the impact of the adoption of ASU 2025-05 on the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 which expands disclosures about specific expense categories presented on the face of the income statement.

ASU 2024-03 is effective for financial statements issued for annual periods beginning after December 15, 2026, with early adoption permitted.

The Company is evaluating the impact of the adoption of ASU 2024-03 on the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 to improve income tax disclosure requirements, primarily related to rate reconciliations and income taxes paid.

ASU 2023-09 is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is evaluating the impact of the adoption of ASU 2023-09 on the consolidated financial statements.

The adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations, or cash flows.

We reviewed all other recently issued accounting pronouncements and concluded they were either not applicable or not expected to have a significant impact on the Company's Condensed Consolidated Financial Statements.

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The legislation has multiple effective dates, with some provisions taking effect in 2025 and others phased in through 2027.

In accordance with ASC 740, the effects of changes in tax rates and laws are recognized in the period in which the legislation is enacted.

While the Company does not currently anticipate a material impact on the consolidated financial statements, Management is evaluating its potential effects.

In accordance with ASC 740 - Income Taxes, the effects of changes in tax rates and laws are recognized in the period in which the legislation is enacted.

The OBBBA did not have a material impact on the consolidated financial statements.

Disaggregation of revenue

In the following table, revenue is disaggregated by type of good or service (in thousands):

Twelve Weeks Ended Twenty-Eight Weeks Ended

July 13, 2025 July 14, 2024 July 13, 2025 July 14, 2024

Twelve Weeks Ended Forty Weeks Ended

October 5, 2025 October 6, 2024 October 5, 2025 October 6, 2024

Restaurant revenue $ 260,909 $ 270,605 $ 926,024 $ 943,630

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Components of Unearned revenue in the Condensed Consolidated Balance Sheets are as follows (in thousands):

July 13, 2025 December 29, 2024

October 5, 2025 December 29, 2024

Unearned gift card revenue $ 11,166 $ 24,333

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Revenue recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the redemption and breakage of gift cards that were included in the liability balance at the beginning of the fiscal year was as follows (in thousands):

Twelve Weeks Ended Twenty-Eight Weeks Ended

July 13, 2025 July 14, 2024 July 13, 2025 July 14, 2024

Twelve Weeks Ended Forty Weeks Ended

October 5, 2025 October 6, 2024 October 5, 2025 October 6, 2024

Gift card revenue $ 621 $ 1,133 $ 13,137 $ 15,672

We recognize Royalty revenue within Restaurant revenue in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) when a customer redeems an earned reward.

Unearned revenue associated with Royalty is included in Unearned revenue in our Condensed Consolidated Balance Sheets.

Changes in our unearned revenue balance related to our Royalty program (in thousands):

Twelve Weeks Ended Twenty-Eight Weeks Ended

July 13, 2025 July 14, 2024 July 13, 2025 July 14, 2024

We recognize revenue from our customer loyalty program, Red Robin Royalty, within Restaurant revenue in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) when a customer redeems an earned reward.

Unearned revenue associated with our Royalty program is included in Unearned revenue in our Condensed Consolidated Balance Sheets.

Changes in our unearned revenue balance related to our Royalty program were as follows (in thousands):

Twelve Weeks Ended Forty Weeks Ended

October 5, 2025 October 6, 2024 October 5, 2025 October 6, 2024

Unearned Royalty revenue, beginning balance

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$ 3,192 $ 2,333 $ 3,192 $ 2,333

(1) Restaurant revenue includes a credit of approximately $ 6.4 million related to the transition to the new Royalty program in the second quarter of fiscal 2024, primarily due to the cancellation of unused points that were earned more than 365 days prior to the launch of the new program.

(1) Restaurant revenue recognized during the forty weeks ended October 6, 2024 includes a credit of approximately $ 6.4 million related to the transition to the new Royalty program in the second quarter of fiscal 2024, primarily due to the cancellation of unused points that were earned more than 365 days prior to the launch of the new program.

The components of lease expense, including variable lease costs primarily consisting of common area maintenance charges and real estate taxes, are included in Occupancy on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as follows (in thousands):

Twelve Weeks Ended Twenty-Eight Weeks Ended

July 13, 2025 July 14, 2024 July 13, 2025 July 14, 2024

Twelve Weeks Ended Forty Weeks Ended

October 5, 2025 October 6, 2024 October 5, 2025 October 6, 2024

Operating lease cost $ 16,732 $ 17,339 $ 56,737 $ 57,757

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Total $ 21,635 $ 22,096 $ 73,156 $ 73,702

Other Charges (Gains), net, for information regarding restaurant closures, lease remeasurement gains and losses, and the sale-leaseback transaction completed during the twenty-eight weeks ended July 14, 2024.

Finance lease assets are recorded in Property and equipment, net, and the net balance as of October 5, 2025 and December 29, 2024 was $ 4.6 million and $ 5.3 million, respectively.

See Note 5 for information regarding restaurant closures, lease remeasurement gains and losses, and the sale-leaseback transaction completed during the forty weeks ended October 6, 2024.

Earnings (Loss) Per Share

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Diluted earnings per share reflects the potential dilution that could occur if holders of options exercised their options into common stock.

As the Company was in a net loss position for the twelve and twenty-eight week periods ended July 14, 2024, all potentially dilutive common shares are considered anti-dilutive.

As the Company was in a net loss position for the twelve and forty week periods ended October 5, 2025 and October 6, 2024, all potentially dilutive common shares are considered anti-dilutive.

The Company uses the treasury stock method to calculate the effect of outstanding stock options and awards.

Basic weighted average shares outstanding is reconciled to diluted weighted average shares outstanding as follows (in thousands):

Twelve Weeks Ended Twenty-Eight Weeks Ended

July 13, 2025 July 14, 2024 July 13, 2025 July 14, 2024

Twelve Weeks Ended Forty Weeks Ended

October 5, 2025 October 6, 2024 October 5, 2025 October 6, 2024

Basic weighted average shares outstanding 17,914 15,754 17,732 15,652

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Other charges (gains), net consisted of the following (in thousands):

Twelve Weeks Ended Twenty-Eight Weeks Ended

July 13, 2025 July 14, 2024 July 13, 2025 July 14, 2024

Twelve Weeks Ended Forty Weeks Ended

October 5, 2025 October 6, 2024 October 5, 2025 October 6, 2024

Gain on sale of restaurant property $ — $ — $ ( 1,137 ) $ ( 7,425 )

Asset impairment and restaurant closure costs, net 911 3 ( 494 ) 1,728

Severance and executive transition (includes $( 3,868 );

and $ 50 of stock-based compensation)

Severance and executive transition (1)

539 22 1,878 1,104

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$ 6,426 $ 1,532 $ 6,846 $ 487

(1) Severance and executive transition includes $( 129 ) and $ 16 of stock-based compensation in the twelve weeks ended October 5, 2025 and October 6, 2024, respectively, and $( 4,222 ) and $ 66 of stock-based compensation in the forty weeks ended October 5, 2025 and October 6, 2024, respectively.

Gain on Sale of Restaurant Property

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Asset Impairment and Restaurant Closure Costs, net

During the second quarter and year to date periods of fiscal 2025, the Company recognized $ 1.1 million and $ 2.1 million, respectively, of rent and other costs associated with approximately ten closed locations.

In addition, the Company recognized non-cash impairment charges of $ 0.7 million in the second quarter and year to date periods of fiscal 2025, related to restaurant closures.

These charges were offset by net lease remeasurement gains of $ 3.5 million and $ 4.2 million in the second quarter and year to date periods of fiscal 2025, respectively, related to early lease terminations and other modifications to lease terms.

During the second quarter and year to date periods of fiscal 2024, the Company recognized $ 0.4 million and $ 0.6 million, respectively, of rent and other costs associated with approximately twelve closed locations.

In addition, the Company recognized non-cash impairment charges of $ 1.1 million in the second quarter and year to date periods of fiscal 2024, related to restaurant closures.

These charges were offset by net lease remeasurement gains of $ 0.0 million and $ 2.1 million in the second quarter and year to date periods of fiscal 2024, respectively, related to early lease terminations and other modifications to lease terms.

Asset impairment and restaurant closure costs, net consisted of the following (in thousands):

Twelve Weeks Ended Forty Weeks Ended

October 5, 2025 October 6, 2024 October 5, 2025 October 6, 2024

Number of non-operating locations

Non-operating location rent and restaurant closure costs

$ 928 $ 523 $ 2,976 $ 2,185

Number of impaired locations

Non-cash impairment

$ — $ 178 $ 720 $ 1,306

Number of locations with lease remeasurement

Net lease remeasurement (gain) loss

$ ( 17 ) $ ( 698 ) $ ( 4,190 ) $ ( 1,763 )

Total asset impairment and restaurant closure costs, net

$ 911 $ 3 $ ( 494 ) $ 1,728

Severance and Executive Transition

During the second quarter and year to date periods of fiscal 2025, the Company recorded approximately $ 3.1 million and $ 4.2 million, respectively, in executive severance and transition costs associated with changes in executive leadership positions.

These charges were offset in part by a stock-based compensation benefit of $ 3.9 million and $ 4.1 million, respectively, related to the forfeiture of unvested stock-based compensation by executive leadership.

In addition, the Company incurred severance costs primarily related to a reduction in force of Team Members of approximately $ 1.3 million during the second quarter of fiscal 2025.

During the second quarter and year to date periods of fiscal 2024, the Company incurred severance costs of $ 0.1 million and $ 1.1 million, respectively, primarily associated with a reduction in force of Team Members.

As of July 13, 2025, $ 4.3 million is included in Accrued payroll and payroll related liabilities in the condensed consolidated balance sheet related to the reduction in force and executive transition costs described above.

Severance and executive transition consisted of the following (in thousands):

Twelve Weeks Ended Forty Weeks Ended

October 5, 2025 October 6, 2024 October 5, 2025 October 6, 2024

Executive severance

$ 614 $ 3 $ 4,773 $ 409

Stock-based compensation (1)

( 129 ) 16 ( 4,222 ) 66

Team member severance (2)

54 3 1,327 629

Total severance and executive transition

$ 539 $ 22 $ 1,878 $ 1,104

(1) For the twelve and forty weeks ended October 5, 2025, the Stock-based compensation benefit relates primarily to the forfeiture of unvested stock-based compensation by executive leadership.

(2) During the forty weeks ended October 5, 2025, Team member severance is primarily associated with a reduction in force, which occurred during the second quarter of fiscal 2025.

As of October 5, 2025, $ 3.7 million is included in Accrued payroll and payroll related liabilities in the condensed consolidated balance sheet related to the executive transition costs described above.

Asset Disposal and Other

Asset disposal and other primarily relates to the closure of a corporate office location, asset disposals, strategic projects and other non-recurring items.

Borrowings as of July 13, 2025 and December 29, 2024 are summarized below (in thousands):

July 13, 2025 Variable

Borrowings as of October 5, 2025 and December 29, 2024 are summarized below (in thousands):

October 5, 2025 Variable

Interest Rate December 29, 2024 Variable

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Credit Facility

On March 4, 2022, the Company replaced its prior amended and restated credit agreement (the "Prior Credit Agreement") with a new credit agreement (the "Credit Agreement") by and among the Company, Red Robin International, Inc., as the borrower, the lenders from time to time party thereto, the issuing banks from time to time party thereto, Fortress Credit Corp., as Administrative Agent and as Collateral Agent and JPMorgan Chase Bank, N.A., as Sole Lead Arranger and Sole Bookrunner.

On March 4, 2022, the Company replaced its prior amended and restated credit agreement (the "Prior Credit Agreement") with a new credit agreement (the "Credit Agreement") by and among the Company, Red Robin International, Inc., as the borrower, the lenders from time to time party thereto, the issuing banks from time to time party thereto, Fortress Credit Corp., as administrative agent (the "Administrative Agent") and as collateral agent and JPMorgan Chase Bank, N.A., as sole lead arranger and sole bookrunner.

As amended, the five-year $ 240.0 million Credit Agreement currently provides for a $ 40.0 million revolving line of credit and a $ 200.0 million term loan (collectively, the "Credit Facility").

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The term loans require quarterly principal payments in an aggregate annual amount equal to 1.0 % of the original principal amount of the term loan.

The Credit Agreement's interest rate references the Secured Overnight Financing Rate ("SOFR"), a new index calculated by short-term repurchase agreements and backed by U.S.

The Credit Agreement's interest rate references the Secured Overnight Financing Rate ("SOFR"), an index calculated by short-term repurchase agreements and backed by U.S.

Treasury securities, or the Alternate Base Rate ("ABR"), which represents the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.5 % per annum, or (c) one-month term SOFR plus 1.0 % per annum.

As of July 13, 2025, the Company had outstanding borrowings under the Credit Facility of $ 163.1 million, including $ 2.5 million drawn on its revolving line of credit.

As of October 5, 2025, the Company had outstanding borrowings under the Credit Facility of $ 177.7 million, including $ 11.0 million drawn on its revolving line of credit.

As of December 29, 2024, the Company had outstanding borrowings under the Credit Facility of $ 189.5 million, with $ 20.0 million drawn on its revolving line of credit.

In addition, the Company had amounts issued under letters of credit of $ 8.8 million and $ 8.5 million as of July 13, 2025 and December 29, 2024, respectively.

In addition, the Company had amounts issued under letters of credit of $ 8.8 million and $ 8.5 million as of October 5, 2025 and December 29, 2024, respectively.

Red Robin International, Inc., is the borrower under the Credit Agreement, and certain of its subsidiaries and the Company are guarantors of the borrower’s obligations under the Credit Agreement.

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The summary descriptions of the Credit Agreement, the Security Agreement, the First Amendment, the Second Amendment and the Third Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of each agreement, each of which was filed February 26, 2025, as an exhibit to the Annual Report on Form 10-K.

On November 7, 2025, the Company entered into the fourth amendment to our Credit Agreement (the “Fourth Amendment”).

See Note 10 Subsequent Events.

Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The carrying amounts of the Company's cash and cash equivalents, accounts receivable, accounts payable, and current accrued expenses and other liabilities approximate fair value due to the short-term nature or maturity of the instruments.

The carrying amounts of the Company's cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and current accrued expenses and other liabilities approximate fair value due to the short-term nature or maturity of the instruments.

The Company maintains a rabbi trust to fund obligations under a deferred compensation plan.

Amounts in the rabbi trust are invested in mutual funds, which are designated as trading securities and carried at fair value and are included in Other assets, net in the accompanying Condensed Consolidated Balance Sheets.

Fair market value of mutual funds is measured using level 1 inputs (quoted prices for identical assets in active markets).

The following tables present the Company's assets measured at fair value on a recurring basis (in thousands):

July 13, 2025 Level 1 Level 2 Level 3

Investments in rabbi trust $ 1,908 $ 1,908 $ — $ —

Total assets measured at fair value $ 1,908 $ 1,908 $ — $ —

December 29, 2024 Level 1 Level 2 Level 3

Investments in rabbi trust $ 1,821 $ 1,821 $ — $ —

Total assets measured at fair value $ 1,821 $ 1,821 $ — $ —

Amounts in the rabbi trust are invested in mutual funds, which are designated as trading securities and carried at fair value and are included in Prepaid expenses and other current assets and Other assets, net in the accompanying Condensed Consolidated Balance Sheets.

The Company records equal and offsetting amounts to the deferred compensation plan assets for the Company's payment liabilities which are included in Accrued liabilities and other current liabilities and Other non-current liabilities in the accompanying Condensed Consolidated Balance Sheets.

The fair market value of the mutual funds is measured using level 1 inputs (quoted prices for identical assets in active markets), and was $ 2.0 million and $ 1.8 million as of the third quarter of fiscal 2025 and the fourth quarter of fiscal 2024, respectively.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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These assets are measured at fair value if determined to be impaired.

During 2025 and 2024, the Company measured non-financial assets for impairment using continuing and projected future cash flows, which were based on significant inputs not observable in the market and thus represented a level 3 fair value measurement.

During the second quarter of fiscal 2025, we impaired long-lived assets at one restaurant location with a carrying value of approximately $ 0.7 million.

We determined the fair value of these long-lived assets to be nil , resulting in a $ 0.7 million impairment charge and no decrease in the location's right of use assets.

During the second quarter of fiscal 2024, we impaired long-lived assets at two restaurant locations that we closed during the quarter with a carrying value of approximately $ 3.1 million.

During fiscal 2025 and fiscal 2024, the Company measured non-financial assets for impairment using continuing and projected future cash flows, which were based on significant inputs not observable in the market and thus represented a level 3 fair value measurement.

During the third quarter of fiscal 2025, we recorded no impairment.

During the third quarter of fiscal 2024, we impaired long-lived assets at three restaurant locations that we closed during the quarter with a carrying value of approximately $ 1.9 million.

We determined the fair value of these long-lived assets to be $ 1.1 million as a result of the closures, resulting in a $ 0.2 million impairment charge and a $ 0.6 million decrease in right of use assets due to remeasurement.

Disclosures of Fair Value of Other Assets and Liabilities

The Company's liability under its Credit Facility is carried at historical cost in the accompanying Condensed Consolidated Balance Sheets.

As of July 13, 2025, the fair value of the Credit Facility was approximately $ 164.2 million and the principal amount carrying value was $ 169.2 million.

The Credit Facility term loan is reported net of $ 6.1 million in unamortized discount and debt issuance costs in the Condensed Consolidated Balance Sheet as of July 13, 2025.

The carrying value of the Credit Facility was $ 189.5 million and the fair value of the Credit Facility was $ 186.6 million as of December 29, 2024.

The interest rate on the Credit Facility represents a level 2 fair value input.

The carrying value of our variable rate Credit Facility, which utilizes level 2 fair value inputs, approximated fair value as of October 5, 2025 and December 29, 2024, as such debt bears interest at floating rates which approximate market rates.

Commitments and Contingencies

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However, the ultimate resolution of litigated claims may differ from our current estimates.

As of July 13, 2025, we had reserves of $ 3.6 million for loss contingencies included within Accrued liabilities and other on our Condensed Consolidated Balance Sheet.

As of October 5, 2025, we had reserves of $ 6.7 million for loss contingencies included within Accrued liabilities and other on our Condensed Consolidated Balance Sheet.

We increased our estimate of loss contingency liabilities by approximately $ 3.2 million in the third quarter of fiscal 2025 related to ongoing legal matters.

In the normal course of business, there are various claims in process, matters in litigation, administrative proceedings, and other contingencies.

These include employment related claims and class action lawsuits, claims from Guests or Team Members alleging illness, injury, food quality, health, or operational concerns, and lease and other commercial disputes.

These include employment related claims and class action lawsuits;

claims from guests or team members alleging illness, injury, food quality, health, or operational concerns;

and lease and other commercial disputes.

While it is not possible to predict the outcome of these suits, legal proceedings, and claims with certainty, management is of the opinion that adequate provision for potential losses associated with these matters has been made in the financial statements and that the ultimate resolution of pending or threatened matters will not have a material adverse effect on our financial position and results of operations.

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We ultimately may be subject to greater or less than the accrued amount for this and other matters.

As of July 13, 2025, we had non-cancellable purchase commitments primarily related to certain vendors who provide food and beverage and other supplies to our restaurants, for an aggregate of $ 140.9 million.

As of October 5, 2025, we had non-cancellable purchase commitments primarily related to certain vendors who provide food and beverage and other supplies to our restaurants, for an aggregate of $ 147.6 million.

We expect to fulfill our commitments under these agreements in the normal course of business, and as such, no liability has been recorded.

The Company has potential contingent lease liability for lease payments related to certain franchisees’ lease arrangements.

The maximum amount of potential future payments under the potential contingent lease liability was $ 3.4 million and $ 3.8 million as of July 13, 2025 and December 29, 2024, respectively.

The Company has a potential contingent lease liability for lease payments related to certain franchisees’ lease arrangements.

The maximum amount of potential future payments under the potential contingent lease liability was $ 3.1 million and $ 3.8 million as of October 5, 2025 and December 29, 2024, respectively.

The Company does not believe these arrangements have or are likely to have a material effect on its results of operations, financial condition, revenues or expenses, capital expenditures or liquidity.

8 unchanged sentences

The Company measures segment profit using consolidated Net income (loss).

The CODM uses consolidated Net income (loss), as reported on our Condensed Consolidated Statements of Operations and Comprehensive Loss, in deciding whether to reinvest excess cash flow into the restaurant segment or into other parts of the Company.

The CODM uses consolidated Net income (loss), as reported on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), in deciding whether to reinvest excess cash flow into the restaurant segment or into other parts of the Company.

The CODM does not review assets in evaluating the results of the restaurant segment, and therefore, such information is not presented.

Financial information for the Company's reportable segment is as follows (in thousands):

Twelve Weeks Ended Twenty-Eight Weeks Ended

July 13, 2025 July 14, 2024 July 13, 2025 July 14, 2024

Restaurant revenue $ 279,305 $ 294,457 $ 665,115 $ 673,025

Franchise revenue 3,186 4,287 7,675 9,628

Other revenue 1,212 1,410 3,265 6,042

Total revenues 283,703 300,154 676,055 688,695

Costs and expenses:

Cost of sales 65,159 69,444 153,186 159,653

Labor 99,709 113,908 242,767 262,866

Other operating 49,600 51,783 117,132 118,273

Occupancy 24,329 24,595 56,526 56,023

General and administrative expenses 17,418 16,612 44,408 42,454

Selling 6,350 12,040 15,726 25,587

Other segment items (1)

( 256 ) 2,931 420 ( 1,045 )

Depreciation and amortization 11,579 13,402 27,013 31,556

Interest expense, net and other 5,919 4,968 13,734 12,136

Income tax expense (benefit) ( 97 ) ( 40 ) ( 99 ) 141

Segment net income (loss) $ 3,993 $ ( 9,489 ) $ 5,242 $ ( 18,949 )

(1) Other segment items consists primarily of other charges (gains).

As Red Robin operates in one reportable operating segment, all required financial segment information is included in the condensed consolidated financial statements.

Subsequent Events

Subsequent to the third quarter of fiscal 2025, the Company entered into the Fourth Amendment to our Credit Agreement (the “Fourth Amendment”).

The Fourth Amendment amends the Credit Agreement to, among other things:

• extend each of the Initial Term Facility Maturity Date and the Revolving Facility Maturity Date with respect to the Revolving Facility in effect on the Closing Date by 6 months from March 4, 2027 to September 3, 2027;

• incorporate a fee payable to each Lender on a pro rata basis equal to 2.00 % of the sum of (x) the aggregate principal amount of Term Loans outstanding on March 4, 2027 and (y) the aggregate principal amount of the Revolving Facility Commitments in effect on March 4, 2027, which would be payable on March 5, 2027 to the extent the Termination Date does not occur on or before March 4, 2027.

In conjunction with the Fourth Amendment, the Company paid certain customary amendment fees to the lenders under the credit facility totaling approximately $ 1.0 million, half of which was paid in cash and half of which was paid in kind (in lieu of cash).

Terms in this section that are capitalized but not defined have the meanings given to them in the Fourth Amendment.

The summary description of the Fourth Amendment does not purport to be complete and is qualified in its entirety to the full text of the Fourth Amendment, which is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

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