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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 108 added, 96 removed, 149 unchanged (58% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of such period, are effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act are:

Our management evaluated, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of such period, are effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act are:

• Recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and

22 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 29, 2024, of the Company and our report dated February 26, 2025, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the period ended December 28, 2025 , of the Company and our report dated February 25, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

19 unchanged sentences

Securities Trading Plans of Directors and Executive Officers

In fiscal 2025, 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.

Item 1.02 Termination of a Material Definitive Agreement

On February 23, 2026, the Company notified Evercore of the termination of the Distribution Agreement dated November 10, 2025 between the Company and Evercore, resulting in the termination of the Company's at-the-market equity offering program.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

In the event we make any amendment to, or grant any waiver from, a provision of our codes of ethics that requires disclosure under applicable SEC rules, we will disclose such amendment or waiver and the reasons therefor on our website.

Information relating to this item will be included in an amendment to this Annual Report on Form 10-K or in the proxy statement for our 2025 annual stockholders' meeting and is incorporated by reference in this Annual Report on Form 10-K.

Information relating to this item will be included in an amendment to this Annual Report on Form 10-K or in the proxy statement for our 2026 annual meeting of stockholders and is incorporated by reference in this Annual Report on Form 10-K.

Certain information concerning our executive officers is included in Item 1 of Part I of this Annual Report on Form 10-K and is hereby incorporated by reference.

24 unchanged sentences

Description of Capital Stock.

Incorporated by reference to Exhibit 4.2 to our Annual Report on Form 10-K filed with the SEC on February 26, 2020.

Red Robin Gourmet Burgers, Inc.

Second Amended and Restated 2007 Performance Incentive Plan.

Incorporated by reference to Appendix A to our Definitive Proxy Statement filed on April 21, 2011.

Form of Red Robin Gourmet Burgers, Inc.

Second Amended and Restated 2007 Performance Incentive Plan Nonqualified Stock Option Agreement.

Incorporated by reference to Exhibit 4.2 to our Annual Report on Form 10-K filed on February 26, 2020.

Form of Red Robin Gourmet Burgers, Inc.

Restricted Stock Unit Grant Agreement for Non-Employee Directors under the 2017 Perf or mance Incentive Plan .

Credit Agreement, dated March 4, 2022, by and among Red Robin Gourmet Burgers, Inc.

and Fortress Credit Corp., and the lenders party thereto.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 10, 2022.

Security Agreement, dated March 4, 2022, by and among Red Robin Gourmet Burgers, Inc., Red Robin International, Inc., Fortress Credit Corp., and the lenders party thereto.

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on March 10, 2022.

Amendment No.

1, dated July 17, 2023, 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.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 19, 2023.

Amendment No.

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.

Incorporated by reference to Exhibit 10.6 to our Quarterly Report on F orm 10-Q filed with the SEC on August 22, 2024.

Amendment No.

3, dated November 4, 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.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024.

Amendment No.

4, dated November 7, 2025, 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.

Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on November 11, 2025.

Cooperation Agreement, dated as of December 3, 2024, by and among Red Robin Gourmet Burgers, Inc., JCP Parties, and Jumana Parties.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 3, 2024.

Form of Equity Purchase Agreement, dated as of December 3, 2024, by and among Red Robin Gourmet Burgers, Inc., JCP Parties, and Jumana Parties.

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on December 3, 2024.

Form of Indemnification Agreement entered into by and between Red Robin Gourmet Burgers, Inc.

and each of our directors and certain executive officers.

Incorporated by reference to Exhibit 10.20 to Amendment No.

3 of our Registration Statement on Form S-1 filed on July 12, 2002 (Registration No.

Red Robin Gourmet Burgers, Inc.

Deferred Compensation Plan as Amended and Restated on December 15, 2015.

Incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K filed on February 19, 2016.

Form of Red Robin Gourmet Burgers, Inc.

Amended and Restated 2007 Performance Incentive Plan Outside Director Stock Option Agreement.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 21, 2010.

Form of Red Robin Gourmet Burgers, Inc.

Second Amended and Restated 2007 Performance Incentive Plan Nonqualified Stock Option Agreement.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 23, 2014.

Red Robin Gourmet Burgers, Inc.

2 unchanged sentences

Red Robin Gourmet Burgers, Inc.

Deferred Compensation Plan as Amended and Restated on December 15, 2015.

Incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K filed on February 19, 2016.

Form of Indemnification Agreement entered into by and between Red Robin Gourmet Burgers, Inc.

and each of our directors and certain executive officers.

Incorporated by reference to Exhibit 10.20 to Amendment No.

3 of our Registration Statement on Form S-1 filed on July 12, 2002 (Registration No.

Executive Severance Plan.

Incorporated by reference to Exhibit 10.1 to our amended Current Report on Form 8-K filed on August 29, 2023.

Number Description

Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan.

Second Amended and Restated 2007 Performance Incentive Plan.

Incorporated by reference to Appendix A to our Definitive Proxy Statement filed on April 21, 2011.

Form of Performance Stock Unit Award Agreement under the Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan.

Incorporated by reference to Exhibit 10.43 to our Annual Report on Form 10-K filed on February 27, 2018.

Form of Red Robin Gourmet Burgers, Inc.

Second Amended and Restated 2007 Performance Incentive Plan Nonqualified Stock Option Agreement.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 23, 2014.

Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan ( a s a mended).

Incorporated by reference to Appendix A to our Definitive Proxy Statement filed on April 5, 2021.

Form of Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan Performance Stock Unit Award Agreement.

6 unchanged sentences

Incorporated by reference to Exhibit 10.42 to our Annual Report on Form 10-K filed on February 25, 2020.

Number Description

Form of Red Robin Gourmet Burgers, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.43 to our Annual Report on Form 10-K filed on February 25, 2020.

Cooperation Agreement, dated as of December 3, 2024 , by and among Red Robin Gourmet Burgers, Inc., JCP Pa rties , and Jumana Pa rties .

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 3, 20 2 4 .

Form of Equity Purchase Agreement , dated as of December 3, 2024, by an d am ong Red Robin Gourmet Burgers, Inc.

, JCP Parties, and Jumana Parties.

Incorporat e d by reference to Ex hibit 10.2 to our Current Report on Form 8 -K filed with the SEC on December 3, 2024.

Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan (as Amended).

Incorporated by reference to Appendix B to our Definitive Proxy Statement filed with the SEC on April 8, 2020.

Form of Red Robin Gourmet Burgers, Inc.

5 unchanged sentences

Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan (As Amended).

2024 Performance Incentive Plan.

Incorporated by reference to Appendix A to our Definitive Proxy Statement filed on April 4, 2024.

Credit Agreement, dated March 4, 2022, by and among Red Robin Gourmet Burgers, Inc.

and Fortress Credit Corp., and the lenders party thereto.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 10, 2022.

Security Agreement, dated March 4, 2022, by and among Red Robin Gourmet Burgers, Inc., Red Robin International, Inc., Fortress Credit Corp., and the lenders party thereto.

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on March 10, 2022.

Amendment No.

1, dated July 17, 2023, 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.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 19, 2023.

Form of Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan Performance Stock Unit (PSU) Award Agreement.

Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 22, 2024.

Form of Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan Restricted Stock Unit (RSU) Award Agreement.

Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed with the SEC on August 22, 2024.

Form of Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan Cash Performance Award Agreement.

Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q filed with the SEC on August 22, 2024.

Form of Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan Nonemployee Director Restricted Stock Unit (Dire c tor RSU) Award Agreement.

Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed with the SEC on August 22, 2024.

F orm of Red Robin Gourmet Burgers, Inc.

2024 Performance Incen tive Plan Nonemployee Director Restricted Stock Unit (Director RSU) Award Agreement, as amended .

Form of Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan Phantom Unit (Phantom PSU) Award Agreement.

Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025.

Form of Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan Stock Appreciation Rights (SAR) Award Agreement .

Offer Letter by and between Red Robin Gourmet Burgers, Inc.

Hart, dated July 13, 2022.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 14, 2022.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 14, 2022.

S eparation and Transition Agreement , by and between Red Robin Gourmet Burgers, Inc., and G.J.

Hart, dated April 24, 2025.

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 2 4, 2025.

Employment Agreement, by and between Red Robin Gourmet Burgers, Inc.

and Todd Wilson, dated November 3, 2022.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 3, 2022.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 3, 2022.

Employment Agreement, by and between Red Robin Gourmet Burgers, Inc.

and Sarah Mussetter, dated October 28, 2022.

Incorporated by reference to Exhibit 10.39 to our Annual Report on Form 10-K filed with the SEC on February 28, 2023.

Employment Agreement, by and between Red Robin Gourmet Burgers, Inc.

and Jyoti Lynch, dated April 3, 2023.

Incorporate d by reference to Exhibit 10.37 to ou r Annual Report on Form 10-K filed with the SEC on February 28, 2024.

Incorporated by reference to Exhibit 10.39 to our Annual Report on Form 10-K filed on February 28, 2023.

Employment Agreement, by and between Red Robin Gourmet Burgers, Inc.

and Kevin Mayer, dated April 20, 2023.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on May 24, 2023.

Red Robin Gourmet Burgers, Inc.

Executive Severance Plan.

Incorporated by reference to Exhibit 10.1 to our amended Current Report on Form 8-K filed on August 29, 2023.

E mploy ment Agreement , by and between Red Robin Go urm et B urgers, Inc.

and Meghan Spu ler, date d November 2 5, 2023 .

Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan.

Incorporated by reference to Appendix A to our Definitive Proxy Statement filed on April 4, 2024.

Form of Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan Performance Stock Unit Award Agreement .

Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10 - Q filed with the SEC on August 22, 2024.

Form of Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan Restricted Stock Unit Award Agreement .

Incorporated by reference to Exhibit 10.

3 to our Quarterly Report on Form 10 - Q filed with the SEC on August 22, 2024.

Form of Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan Cash Performance Award Agreement .

Incorporated by reference to Exhibit 10.

4 to our Quarterly Report on Form 10 - Q filed with the SEC on August 22, 2024.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 24, 2023.

Number Description

Form of Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan Nonemployee Director Restricted Stock Unit Award Agreement .

Incorporated by reference to Exhibit 10.

5 to our Quarterly Report on Form 10 - Q filed with the SEC on August 22, 2024.

Amendment No.

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.

Incorporated by ref erence to Exhibit 10.6 to our Q u arterly Report on form 10-Q filed with the SEC on August 22, 2024.

Amendment No.

3, dated November 4, 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.

Inc orporated by reference to E xhibit 10 .

1 to our Qu arterly Report o n Form 10-Q filed with the SEC on November 6, 2024.

I nsider Tra ding Pol icy .

S everance Agreement, by and between Red Robin Gourmet Burgers, Inc.

and Kevin Mayer, effe ctive March 1, 202 5.

Incorporated by reference to Exhibit 10.1 to our amended Current Report on Form 8-K filed on Marc h 6, 2025.

Employment Agreement, by and between Red Robin Gourmet Burgers, Inc.

and Meghan Spuler, dated November 25, 2023.

Incorporated by reference to Exhibit 10.30 to our Annual Report on Form 10-K filed with the SEC on February 26, 2025.

S everance Agreement , by and between Red Robin Gourmet Burgers, Inc.

and Meghan Spuler, effective August 27, 2025.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q dated November 1 0, 2025.

Offer Letter, by and between Red Robin Gourmet Burgers, Inc.

Pace, dated April 24, 2025.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 24, 2025.

E mployment Agreement, by and between Red Robin Gourmet Burgers, Inc.

and Humera Kassem, dated August 21, 2025.

E mployment Agreement, by and between Red Robin Gourmet Burgers, Inc.

and Je sse Griffith, effe cti ve November 3, 2025.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 5, 2025.

Independent Contractor Agreement, by and between Red Robin Gourmet Burgers, Inc.

and Christopher Meyer, effe ctive November 28, 20 25.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 1, 2025.

Insider Trading Policy.

Incorporated by reference to Exhibit 19 to our Annual Report on Form 10-K filed on February 26, 2025.

List of Subsidiaries.

1 unchanged sentence

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.

Rule 13a-14(a)/15d-14(a) Certification of Interim Chief Financial Officer.

Section 1350 Certifications of Chief Executive Officer and Interim Chief Financial Officer.

Red Robin Gourmet Burgers, Inc.

Clawback Policy.

Incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed with the SEC on F ebruary 28, 2024.

Incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed with the SEC on February 28, 2024.

101 The following financial information from the Annual Report on Form 10-K of Red Robin Gourmet Burgers, Inc.

1 unchanged sentence

(i) Consolidated Balance Sheets at December 28, 2025 and December 29, 2024;

(ii) Consolidated Statements of Operations for the years ended December 29, 2024, December 31, 2023, and December 25, 2022;

(iii) Consolidated Statements of Stockholders' Equity for the years ended December 29, 2024, December 31, 2023, and December 25, 2022;

(ii) Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 28, 2025, December 29, 2024, and December 31, 2023;

(iii) Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 28, 2025, December 29, 2024, and December 31, 2023;

(iv) Consolidated Statements of Cash Flows for the years ended December 28, 2025, December 29, 2024, and December 31, 2023;

3 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of Section 13 or 15(d) of the Securities 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.

February 25, 2026 By:

/s/ David Pace

(Date) David Pace

(Chief Executive Officer)

1 unchanged sentence

Signature Title Date

HART President, Chief Executive Officer, and Director (Principal Executive Officer) February 26, 2025

/s/ TODD WILSON Chief Financial Officer (Principal Financial Officer) February 26, 2025

/s/ ROBYN ARNELL BRENDEN Chief Accounting Officer (Principal Accounting Officer) February 26, 2025

Robyn Arnell Brenden

PACE Chairman of the Board

/s/ DAVID PACE

President, Chief Executive Officer, and Director (Principal Executive Officer) February 25, 2026

/s/ CHRISTOPHER MEYER

Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

February 25, 2026

/s/ ANTHONY ACKIL Director February 26, 2025

Christopher Meyer

/s/ ANTHONY ACKIL Chairman of the Board

February 25, 2026

Anthony Ackil

14 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-K

Item 9A. Controls and Procedures