RED ROBIN GOURMET BURGERS INC 10-K

ITEM 8. Financial Statements and Supplementary Data RED ROBIN GOURMET BURGERS, INC. INDEX Page Report of Independent Registered Public Accounting Firm, Deloitte & Touche LLP (PCAOB ID: 34 ) 39 Consolidated Balance Sheets 41 Consolidated Statements of Operations and Comprehensive Income ( Loss ) 42 Consolidated Statements of Stockholders' Equity (Deficit) 43 Consolidated Statements of Cash Flows 44 Notes to Consolidated Financial Statements 45 38 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Red Robin Gourmet Burgers, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Red Robin Gourmet Burgers, Inc. and subsidiaries (the "Company") as of December 28, 2025 and December 29, 2024, the related consolidated statements of operations and comprehensive loss, stockholders' (deficit) equity, and cash flows, for the periods ended December 28, 2025, December 29, 2024 and December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2025 and December 29, 2024, and the results of its operations and its cash flows for the periods ended December 28, 2025, December 29, 2024 and December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 28, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Long-Lived Assets – Refer to Notes 1, 4 and 9 in the Financial Statements Critical Audit Matter Description The Company assesses long-lived assets for impairment at the individual restaurant level whenever events and circumstances indicate the carrying amount of an asset group may not be recoverable. Identifiable cash flows are measured at the restaurant level. Expected future cash flows associated with an asset are the key factor in determining the recoverability of the asset. The estimate of cash flows is based upon, among other things, certain assumptions about expected future operating performance, including assumptions of future revenue trends. If the sum of the cash flows is less than the carrying value of the asset, an impairment loss is recognized and measured as the amount by which the carrying value exceeds the fair value of the asset. We identified the evaluation of long-lived asset impairment as a critical audit matter because of the significant judgments made by management to estimate future cash flows, including assumptions about expected future operating performance, and the fair value of the lease assets. This required a significant degree of auditor judgment and an increased extent of effort, when performing audit procedures to evaluate whether management appropriately identified and evaluated potential impairment indicators, and when evaluating the reasonableness of management’s estimates and assumptions, particularly related to cash flows, market rent, and discount rates. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the impairment of long-lived assets included the following, among others: 39 Table of Contents • We tested the design and operating effectiveness of internal controls over the Company’s assessment and evaluation of potential impairment indicators for long-lived assets and over forecasted cash flows, discount rates, and market rents used in their recoverability and impairment analyses. • We evaluated the reasonableness of the Company’s evaluation of impairment indicators by: ◦ Evaluating the Company’s process for identifying qualitative and quantitative impairment indicators by location and whether the Company appropriately considered such indicators. ◦ Conducting a completeness assessment to determine whether additional impairment indicators were present during the period that were not identified by the Company. • We tested the mathematical accuracy of management’s calculations and the underlying source of information for a selection of restaurant sites. • We evaluated the reasonableness of the information in the Company’s forecasted cash flows used in their recoverability and impairment analyses, by comparing the forecasts to: ◦ Historical actual results. ◦ Internal communications between management and the Board of Directors. ◦ Forecasted information included in analyst and industry reports for the Company. • We evaluated the Company’s forecasted cash flows for consistency with evidence obtained in other areas of the audit. • With the assistance of our fair value specialists, we evaluated the market rents and discount rates provided to management by Stout, a third party specialist, by developing a range of independent estimates and comparing those to the market rent and discount rate used by management. /s/ Deloitte & Touche LLP Denver, Colorado February 25, 2026 We have served as the Company's auditor since 2021. 40 Table of Contents RED ROBIN GOURMET BURGERS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) December 28, 2025 December 29, 2024 Assets: Current assets: Cash and cash equivalents $ 19,924 $ 30,651 Accounts receivable, net 19,441 19,688 Inventories 25,729 26,737 Prepaid expenses and other current assets 14,234 13,608 Restricted cash 9,615 8,750 Total current assets $ 88,943 $ 99,434 Property and equipment, net 158,105 181,224 Operating lease assets, net 295,996 331,617 Intangible assets, net 9,155 11,064 Assets held for sale 2,263 4,313 Other assets, net 9,065 13,662 Total assets $ 563,527 $ 641,314 Liabilities and stockholders' equity (deficit): Current liabilities: Accounts payable $ 31,391 $ 29,783 Accrued payroll and payroll-related liabilities 44,039 39,672 Unearned revenue 27,287 27,083 Current portion of operating lease liabilities 49,111 50,083 Accrued liabilities and other 46,801 42,931 Total current liabilities $ 198,629 $ 189,552 Long-term debt 164,741 181,641 Long-term portion of operating lease liabilities 300,055 345,635 Other non-current liabilities 6,450 8,755 Total liabilities $ 669,875 $ 725,583 Commitments and contingencies (see Note 12.) Stockholders' equity (deficit): Common stock, $ 0.001 par value: 45,000 shares authorized; 22,050 shares issued; 18,009 and 17,403 shares outstanding as of December 28, 2025 and December 29, 2024 $ 22 $ 22 Preferred stock, $ 0.001 par value: 3,000 shares authorized; no shares issued and outstanding as of December 28, 2025 and December 29, 2024 — — Treasury stock: 4,041 and 4,647 shares, at cost as of December 28, 2025 and December 29, 2024 ( 143,247 ) ( 164,937 ) Paid-in capital 213,180 233,667 Accumulated other comprehensive income (loss), net of tax ( 60 ) ( 62 ) Retained earnings (accumulated deficit) ( 176,243 ) ( 152,959 ) Total stockholders' equity (deficit) $ ( 106,348 ) $ ( 84,269 ) Total liabilities and stockholders' equity (deficit) $ 563,527 $ 641,314 See Notes to Consolidated Financial Statements. 41 Table of Contents RED ROBIN GOURMET BURGERS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (In thousands, except per share amounts) Year Ended December 28, 2025 December 29, 2024 December 31, 2023 Revenues: Restaurant revenue $ 1,189,780 $ 1,224,254 $ 1,274,294 Franchise revenue 14,076 14,941 15,867 Other revenue 6,369 9,365 12,885 Total revenues $ 1,210,225 $ 1,248,560 $ 1,303,046 Costs and expenses: Restaurant operating costs (excluding depreciation and amortization shown separately below): Cost of sales $ 283,883 $ 292,392 $ 308,962 Labor (includes $ 0 , $ 0 , and $ 475 of stock-based compensation) 437,242 479,631 473,538 Other operating 213,187 216,242 224,999 Occupancy 103,958 103,359 102,761 Depreciation and amortization 51,120 57,729 66,190 General and administrative (includes $ 5,573 , $ 6,940 , and $ 6,329 of stock-based compensation) 76,254 81,721 89,360 Selling 31,328 36,719 34,770 Pre-opening costs — — 587 Other (gains) charges, net (includes $( 4,104 ), $ 71 , and $ 128 of stock-based compensation) 10,463 33,848 ( 2,663 ) Total costs and expenses $ 1,207,435 $ 1,301,641 $ 1,298,504 Income (loss) from operations $ 2,790 $ ( 53,081 ) $ 4,542 Other (income) expense: Interest expense $ 25,956 $ 25,277 $ 26,560 Interest (income) and other, net ( 140 ) ( 727 ) ( 1,100 ) Total other expenses, net $ 25,816 $ 24,550 $ 25,460 Income (loss) before income taxes $ ( 23,026 ) $ ( 77,631 ) $ ( 20,918 ) Income tax (benefit) expense $ 258 $ ( 90 ) $ 310 Net income (loss) $ ( 23,284 ) $ ( 77,541 ) $ ( 21,228 ) Income (loss) per share: Basic $ ( 1.31 ) $ ( 4.93 ) $ ( 1.34 ) Diluted $ ( 1.31 ) $ ( 4.93 ) $ ( 1.34 ) Weighted average shares outstanding: Basic 17,789 15,736 15,835 Diluted 17,789 15,736 15,835 Other comprehensive income (loss): Foreign currency translation adjustment $ 2 $ ( 40 ) $ 12 Other comprehensive income (loss), net of tax $ 2 $ ( 40 ) $ 12 Total comprehensive income (loss) $ ( 23,282 ) $ ( 77,581 ) $ ( 21,216 ) See Notes to Consolidated Financial Statements. 42 Table of Contents RED ROBIN GOURMET BURGERS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (In thousands) Common Stock Treasury Stock Accumulated Other Comprehensive Income (Loss), net of tax Retained Earnings (Deficit) Paid-in Capital Shares Amount Shares Amount Total Balance, December 25, 2022 20,449 $ 20 4,515 $ ( 182,810 ) $ 238,803 $ ( 34 ) $ ( 54,190 ) $ 1,789 Exercise of options, issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan — — ( 456 ) 18,068 ( 16,063 ) — — 2,005 Acquisition of treasury stock — — 862 ( 9,960 ) — — — ( 9,960 ) Non-cash stock compensation — — — — 6,940 — — 6,940 Net income (loss) — — — — — — ( 21,228 ) ( 21,228 ) Other comprehensive income (loss) — — — — — 12 — 12 Balance, December 31, 2023 20,449 $ 20 4,921 $ ( 174,702 ) $ 229,680 $ ( 22 ) $ ( 75,418 ) $ ( 20,442 ) Issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan — — ( 274 ) 9,765 ( 10,065 ) — — ( 300 ) Non-cash stock compensation — — — — 6,961 — — 6,961 Net income (loss) — — — — — — ( 77,541 ) ( 77,541 ) Common stock issuance 1,601 2 — — 7,091 — — 7,093 Other comprehensive income (loss) — — — — — ( 40 ) — ( 40 ) Balance, December 29, 2024 22,050 $ 22 4,647 $ ( 164,937 ) $ 233,667 $ ( 62 ) $ ( 152,959 ) $ ( 84,269 ) Issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan — — ( 606 ) 21,690 ( 21,218 ) — — 472 Non-cash stock compensation — — — — 1,210 — — 1,210 Net income (loss) — — — — — — ( 23,284 ) ( 23,284 ) Equity issuance costs — — — — ( 479 ) — — ( 479 ) Other comprehensive income (loss) — — — — — 2 — 2 Balance, December 28, 2025 22,050 $ 22 4,041 $ ( 143,247 ) $ 213,180 $ ( 60 ) $ ( 176,243 ) $ ( 106,348 ) See Notes to Consolidated Financial Statements. 43 Table of Contents RED ROBIN GOURMET BURGERS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 28, 2025 December 29, 2024 December 31, 2023 Cash Flows From Operating Activities: Net income (loss) $ ( 23,284 ) $ ( 77,541 ) $ ( 21,228 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 51,120 57,729 66,190 Gift card breakage ( 5,243 ) ( 7,930 ) ( 9,874 ) Asset impairment 2,713 32,838 9,130 Non-cash other (gains) charges ( 1,633 ) ( 5 ) ( 1,404 ) Stock-based compensation expense 1,469 6,961 6,933 Gain on sale of property ( 1,127 ) ( 7,425 ) ( 30,137 ) Amortization of debt issuance costs 3,764 2,467 2,032 Other, net 927 ( 114 ) ( 794 ) Changes in operating assets and liabilities: Accounts receivable and other, net 247 1,903 397 Inventories 134 ( 220 ) ( 280 ) Prepaid expenses and other current assets ( 653 ) ( 597 ) 1,558 Operating lease assets, net of liabilities ( 6,173 ) ( 1,455 ) ( 11,841 ) Trade accounts payable and accrued liabilities 7,748 3,441 ( 9,843 ) Unearned revenue 5,446 ( 1,054 ) ( 1,097 ) Other operating assets and liabilities, net 1,553 ( 1,951 ) ( 899 ) Net cash provided by (used in) operating activities $ 37,008 $ 7,047 $ ( 1,157 ) Cash Flows From Investing Activities: Purchases of property, equipment and intangible assets $ ( 30,784 ) $ ( 26,034 ) $ ( 49,440 ) Proceeds from sales of property and equipment, and other 6,166 24,287 61,195 Acquisition of franchised restaurants — — ( 3,529 ) Net cash provided by (used in) investing activities $ ( 24,618 ) $ ( 1,747 ) $ 8,226 Cash Flows From Financing Activities: Net (repayments) borrowings on revolving credit facility $ ( 17,000 ) $ 20,000 $ ( 15,000 ) Repayments of borrowings on term loan ( 2,770 ) ( 21,232 ) ( 9,857 ) Repayments of finance lease obligations ( 1,036 ) ( 923 ) ( 898 ) Proceeds from borrowings for insurance premium financing 3,540 4,265 — Repayments of insurance premium financing ( 4,403 ) ( 3,619 ) — Purchase of treasury stock — — ( 9,960 ) Debt issuance costs ( 575 ) ( 2,749 ) — Proceeds from issuance of common stock, net of stock issuance costs ( 479 ) 7,093 — Proceeds (uses) from other financing activities, net 471 ( 299 ) 2,003 Net cash provided by (used in) financing activities $ ( 22,252 ) $ 2,536 $ ( 33,712 ) Effect of exchange rate changes on cash $ — $ — $ 2 Net change in cash and cash equivalents, and restricted cash $ ( 9,862 ) $ 7,836 $ ( 26,641 ) Cash and cash equivalents, and restricted cash, beginning of period $ 39,401 $ 31,565 $ 58,206 Cash and cash equivalents, and restricted cash, end of period $ 29,539 $ 39,401 $ 31,565 Supplemental disclosure of cash flow information Net (refunds received) income taxes paid $ ( 30 ) $ 83 $ 454 Interest paid 23,133 22,737 24,084 Accrued purchases of property, equipment and intangible assets 3,296 2,707 1,836 See Notes to Consolidated Financial Statements. 44 Table of Contents RED ROBIN GOURMET BURGERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies (a) Description of Business 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," "we," "us," "our", or the "Company"), primarily operates, franchises, and develops casual dining restaurants in North America. As of December 28, 2025, the Company owned and operated 385 restaurants located in 39 states. The Company also had 90 casual dining restaurants operated by franchisees in 13 states and one Canadian province. The Company operated its business as one operating and one reportable segment. (b) Basis of Presentation and Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of Red Robin and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Fiscal Year Year End Date Number of Weeks in Fiscal Year Current and Prior Fiscal Years: 2025 December 28, 2025 52 2024 December 29, 2024 52 2023 December 31, 2023 53 Upcoming Fiscal Years: 2026 December 27, 2026 52 2027 December 26, 2027 52 (c) Reclassifications Certain amounts presented have been reclassified to conform with the current period presentation. The reclassifications had no effect on the Company's consolidated results. We made adjustments to the 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 include net proceeds from sale-leaseback within net proceeds from sale of property, equipment, and other, and to separately disclose the following captions: to disaggregate gift card breakage from the change in unearned revenue; and to disaggregate amortization of debt issuance costs from other, net. We have also revised the presentation of operating expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss) 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. Certain prior-year amounts related to restaurant closure costs have been disaggregated and reclassified into closed store rent and other costs and lease modification (gains) losses within Note 4. Other (Gains) Charges, net to conform to the current-year presentation. (d) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. (e) Summary of Significant Accounting Policies Revenue Recognition - Revenues consist of sales from restaurant operations (including third party delivery), franchise revenue, and other revenue including gift card breakage and miscellaneous revenue. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a restaurant guest, franchisee, or other customer. 45 Table of Contents The Company recognizes revenues from restaurant operations when payment is tendered at the point of sale, as the Company's performance obligation to provide food and beverage to the customer has been satisfied. The Company sells gift cards that do not have an expiration date, and it does not deduct dormancy fees from outstanding gift card balances. We recognize revenue from gift cards as either: (i) restaurant revenue, when the Company's performance obligation to provide food and beverage to the customer is satisfied upon redemption of the gift card, or (ii) gift card breakage, as discussed below. Gift card breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction. The determination of the gift card breakage rate is based upon the Company's specific historical redemption patterns. The Company recognizes gift card breakage by applying its estimate of the rate of gift card breakage on a pro rata basis over the period of estimated redemption. During the second quarter of fiscal 2024, we re-launched our Red Robin Royalty TM program ("Royalty"). Under the re-launched program, Royalty members generally earn points for every dollar spent. We may also periodically offer promotions, which typically provide the customer with the opportunity to earn bonus points or other rewards. Upon reaching certain point thresholds, Royalty members earn rewards that may be redeemed for food and beverage items. Earned rewards generally expire 90 days after they are issued, and points generally expire if a qualifying purchase is not made within 365 days of the last purchase. We defer revenue based on the estimated stand-alone selling price of points or rewards earned by customers as each point or reward is earned, net of points or rewards we do not expect to be redeemed. Our estimate of points and rewards expected to be redeemed is based on historical Company-specific data. We evaluate Royalty redemption rates annually, or more frequently as circumstances warrant. Estimating future redemption rates requires judgment based on current and historical trends, and actual redemption rates may vary from our estimates. Revenues we receive from our franchise arrangements include sales-based royalties, advertising fund contributions, area development fees, and franchise fees. Red Robin franchisees are required t o r emit 4 % to 5 % of t heir revenues as royalties to the Company and contribute up to 3 % of revenues to two national advertising funds. The Com pany recognizes these sales-based royalties and advertising fund contributions as the underlying franchisee sales occur. Contributions to these advertising funds from franchisees are recorded as revenue under franchise revenue in the Consolidated Statements of Operations and Comprehensive Income (Loss) in accordance with ASC Topic 606, Revenue from Contracts with Customers . The Company typically grants franchise rights to franchisees for a term of 20 years, with the right to extend the term for an additional 10 years if various conditions are satisfied by the franchisee. Other revenue consists of gift card breakage, licensing income, and recycling income. Cash and Cash Equivalents, and Restricted Cash - The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents. Amounts receivable from credit card issuers are typically converted to cash within two days to four days of the original sales transaction and are considered to be cash equivalents. Cash and cash equivalents are maintained with multiple financial institutions. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company holds cash and cash equivalents at financial institutions in excess of amounts covered by the Federal Depository Insurance Corporation (the "FDIC") and sometimes invests excess cash in money market funds not insured by the FDIC. The Company periodically assesses the credit risk associated with these financial institutions and believes that the risk of loss is minimal. The Company is required to carry restricted cash balances that are reserved as collateral for existing letters of credit. The amounts issued under letters of credit, which are undrawn, totaled $ 9.3 million at December 28, 2025. Accounts Receivable, net - Accounts receivable, net consists primarily of third-party gift card receivables, third party delivery partner receivables, rebate receivables, and trade receivables due from franchisees for royalties and advertising fund contributions. (In thousands) 2025 2024 Gift card receivable $ 8,131 $ 9,241 Third party delivery partner receivable 2,816 2,164 Rebate receivable 3,246 3,169 Trade receivable 1,374 1,014 Other receivable 3,874 4,100 Total accounts receivable, net $ 19,441 $ 19,688 46 Table of Contents Inventories - Inventories consist of food, beverages, and supplies valued at the lower of cost (first-in, first-out method) or net realizable value. (In thousands) 2025 2024 Food & beverage inventory $ 9,330 $ 9,206 Supplies inventory 16,399 17,531 Inventories $ 25,729 $ 26,737 Property and Equipment, net - Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are expensed as incurred. Depreciation is computed on the straight-line method based on the shorter of the estimated useful lives or the terms of the underlying leases of the related assets. Interest incurred on funds used to place Company-owned assets in service is capitalized and amortized over the estimated useful life of the related assets, which amounted to $ 0.6 million and $ 1.0 million in fiscal 2025 and fiscal 2024, respectively. The estimated useful lives for property and equipment are: Buildings 5 years to 20 years Leasehold improvements Shorter of lease term or estimated useful life, not to exceed 20 years Furniture, fixtures, and equipment 3 years to 20 years Computer equipment 2 years to 5 years The Company capitalizes certain overhead related to the development and construction of its new restaurants as well as certain information technology capital investments. Costs incurred for the potential development of restaurants that are subsequently terminated are expensed. Cloud Computing Arrangements - The Company capitalizes cloud computing implementation costs and amortizes these costs on a straight-line basis over the term of the related service agreement, including renewal periods that are reasonably certain to be exercised. Capitalized cloud computing implementation costs were $ 1.2 million and $ 1.2 million, net of accumulated amortization, as of December 28, 2025 and December 29, 2024, respectively. These costs are included in prepaid expenses and other current assets and other assets, net in our Consolidated Balance Sheets. Related amortization expense were $ 1.0 million, $ 0.5 million, and $ 0.4 million for the years ended December 28, 2025, December 29, 2024, and December 31, 2023, respectively, and was included in other operating, selling, and general and administrative in our Consolidated Statements of Operations and Comprehensive Income (Loss). Leases - The Company leases land, buildings, and equipment used in its operations under operating and finance leases. Our leases generally have remaining terms of 1 - 13 years, most of which include options to extend the leases for additional five-year periods. Generally, the lease term is the minimum of the non-cancelable period of the lease or the lease term inclusive of reasonably certain renewal periods up to a term of 20 years. We determine if a contract contains a lease at inception. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases. We estimate this rate based on prevailing financial market conditions, comparable company and credit analysis, and management judgment. Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term. Some of our leases include rent escalations based on inflation indexes and fair market value adjustments. Certain leases contain contingent rental provisions that include a fixed base rent plus an additional percentage of the restaurant's sales in excess of stipulated amounts. Operating lease liabilities are calculated using the prevailing index or rate at lease commencement. Subsequent escalations in the index or rate and contingent rental payments are recognized as variable lease expenses. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We have elected the short-term lease recognition exemption for all applicable classes of underlying assets. Short-term disclosures include only those leases with a term of 12 months or less, and expense is recognized on a straight-line basis over 47 Table of Contents the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that we are reasonably certain to exercise, are not recorded in our Consolidated Balance Sheets. We have elected the practical expedient that does not require us to separate lease and non-lease components for our population of real estate assets. Intangible Assets, net - Intangible assets comprise primarily leasehold interests, acquired franchise rights, and the costs of purchased liquor licenses. Leasehold interests primarily represent the fair values of acquired lease contracts having contractual rents lower than fair market rents and are amortized on a straight-line basis over the remaining initial lease term. Acquired franchise rights, which represent the acquired value of franchise contracts, are amortized over the term of the franchise agreements. The costs of obtaining non-transferable liquor licenses from local government agencies are capitalized and generally amortized over a period of up to 20 years. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets. Impairment of Long-Lived Assets - The Company reviews its long-lived assets, including restaurant sites, leasehold improvements, information technology systems, right of use assets, and amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the assets. Identifiable cash flows are measured at the lowest level, for which they are largely independent of the cash flows of other groups of assets and liabilities, generally at the restaurant-level. If the assets are determined to be impaired, the amount of impairment recognized is the amount by which the carrying amount of the assets exceeds their fair value. Fair value is generally determined using projected cash flows discounted using an estimated weighted average cost of capital. Management may also utilize other market information to determine fair value such as market rent and discount rates, to estimate the fair value of restaurant right of use lease assets. Restaurant sites and other assets to be disposed of are reported at the lower of their carrying amount or fair value, less estimated costs to sell. Information technology systems, such as internal-use computer software, are reviewed and tested for recoverability if the internal-use computer software is not expected to provide substantive service potential, a significant change occurs in the extent or manner in which the software is used or is expected to be used, a significant change is made or will be made to the software program, or costs of developing or modifying internal-use software significantly exceed the amount originally expected to develop or modify the software. Advertising - Under the Company's franchise agreements, both the Company and the franchisees must contribute up to 3 % of revenues to two national media advertising funds (the "Advertising Funds"). These Advertising Funds are used to drive initial guest trial and repeat visits and build the Company's brand equity and awareness. Primary advertising channels include television advertising, digital media, social media programs, email, loyalty, and public relations initiatives. Additionally, for corporate owned stores, we may choose to invest additional discretionary advertising above and beyond the 3 % of revenues. Total advertising costs of $ 18.7 million, $ 23.5 million, and $ 21.6 million in fiscal years 2025, 2024, and 2023, respectively, and were included in selling expenses in our Consolidated Statements of Operations and Comprehensive Income (Loss). Advertising production costs are expensed in the period when the advertising first takes place. Other advertising costs are expensed as incurred. Self-Insurance Programs - The Company utilizes a self-insurance plan for health, general liability, and workers' compensation coverage. Predetermined loss limits have been arranged with insurance companies to limit the Company's per occurrence cash outlay. The self-insurance liability represents an estimate of the ultimate cost of claims incurred and unpaid as well as claims incurred but not reported ("IBNR") as of the balance sheet date. Our estimated liability is based on information provided by third-party actuaries, combined with our judgments regarding several assumptions, including the frequency and severity of claims, our loss development factors, loss cost, claims history, and our claims settlement practice. Significant judgment is required to estimate IBNR claims as parties have yet to assert such claims. Accrued liabilities and other current liabilities and accrued payroll and payroll-related liabilities include the estimated cost to settle reported claims and incurred but not reported claims. Legal Contingencies - In the normal course of business, we are subject to various legal proceedings and claims, the outcomes of which are uncertain. We record an accrual for legal contingencies when we determine it is probable that we have incurred a liability and we can reasonably estimate the amount of the loss. In making such determinations we evaluate, among other things, the probability of an unfavorable outcome, and when we believe it probable that a liability has been incurred, our ability to make a reasonable estimate of the loss. Pre-opening Costs - Pre-opening costs are expensed as incurred. Pre-opening costs include rental expenses through the date of opening for each restaurant, travel expenses, wages, and benefits for the training and opening teams, as well as food, beverage, and other restaurant opening costs incurred prior to a restaurant opening for business. Costs related to preparing restaurants to introduce Donatos ® are expensed as incurred and included in pre-opening costs. 48 Table of Contents Income Taxes - Deferred tax liabilities are recognized for the estimated effects of all taxable temporary differences, and deferred tax assets are recognized for the estimated effects of all deductible temporary differences, net operating income (losses), and tax credit carryforwards. Realization of net deferred tax assets is dependent upon profitable operations and future reversals of existing taxable temporary differences. However, the amount of the deferred tax assets considered realizable could be adjusted if estimates of future taxable income during the carry forward period are increased or reduced or if there are differences in the timing or amount of future reversals of existing taxable temporary differences. Management regularly evaluates the future realization of deferred tax assets and provides a valuation allowance against the deferred tax assets, if considered necessary, based on such evaluation. Pursuant to the guidance for uncertain tax positions, a taxpayer must be able to more likely than not sustain a position to recognize a tax benefit, and the measurement of the benefit is calculated as the largest amount that is more than 50 percent likely to be realized upon resolution of the benefit. The Company has analyzed filing positions in all of the federal, state, and foreign jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The only periods subject to examination for the Company's federal and state returns are the 2020 through 2025 tax years. The Company records interest and penalties associated with audits as a component of income before taxes. The Company recorded immaterial penalty and interest expense on the identified tax liabilities in fiscal years 2025, 2024, and 2023. Income (Loss) Per Share - Basic income (loss) per share amounts are calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted income (loss) per share amounts are calculated based upon the weighted average number of common and potentially dilutive common shares outstanding during the year. Potentially dilutive shares are excluded from the computation in periods in which they have an anti-dilutive effect. Diluted income (loss) per share reflects the potential dilution that could occur if holders of options and awards exercised their holdings into common stock. As the Company was in a net loss position for each of the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023, all potentially dilutive common shares are considered anti-dilutive. The Company uses the treasury stock method to calculate the impact of outstanding stock options and awards. Basic weighted average shares outstanding is reconciled to diluted weighted average shares outstanding as of the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023, were as follows (in thousands): 2025 2024 2023 Basic weighted average shares outstanding $ 17,789 $ 15,736 $ 15,835 Dilutive effect of stock options and awards — — — Diluted weighted average shares outstanding $ 17,789 $ 15,736 $ 15,835 Awards excluded due to anti-dilutive effect on diluted earnings per share $ 2,599 $ 1,749 $ 1,409 Comprehensive Income (Loss) - Total comprehensive income (loss) consists of the net income (loss) and other gains and losses affecting stockholders' equity that, under GAAP, are excluded from net income (loss). Other comprehensive income (loss) as presented in the Consolidated Statements of Operations and Comprehensive Income (Loss) for fiscal years 2025, 2024, and 2023 consisted of the foreign currency translation adjustment resulting from the Company's Canadian franchise operations. Stock-Based Compensation - The Company maintains several equity incentive plans under which it may grant stock options, stock appreciation rights, restricted stock units, performance stock units, or other forms of awards granted or denominated in the Company's common stock or units of the Company's common stock, as well as cash variable compensation awards to employees, non-employees, directors, and consultants. The Company also maintains an employee stock purchase plan. The Company issues shares relating to stock-based compensation plans and the employee stock purchase plan from treasury shares. We recognize compensation expenses for only the portion of share-based awards that are expected to vest. Therefore, we apply estimated forfeiture rates that are derived from our historical forfeitures of similar awards when a team member leaves the Company. Deferred Compensation - The Company has assets and liabilities related to a deferred compensation plan. The assets of the deferred compensation plan are held in a rabbi trust, where they are invested in certain mutual funds that cover an investment spectrum range from equities to money market instruments. Fluctuations in the market value of the investments held in the trust result in the recognition of deferred compensation expense or income. Refer to Note 15. Employee Benefit Programs for additional information. 2. Recent Accounting Pronouncements In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-12, Codification Improvements, which included amendments intended to clarify, improve, and correct various sections of 49 Table of Contents the Accounting Standards Codification. The amendments addressed a variety of topics, including earnings per share, equity, leases, revenue recognition, credit losses, and other areas, and are primarily intended to improve the consistency and clarity of existing guidance without significantly changing current accounting practice. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of the adoption of ASU 2025-12 on the Consolidated Financial Statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements to clarify and improve the guidance in ASC 270 regarding interim reporting. ASU 2025-11 improved the navigability of the guidance, clarifying when the interim reporting guidance applies, and specifying the disclosures and form and content requirements for interim financial statements and accompanying notes under GAAP. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of the adoption of ASU 2025-11 on the Consolidated Financial Statements. In September 2025, the FASB issued 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 incorporated website development costs into the internal-use software guidance and enhanced 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 evaluating the impact of the adoption of ASU 2025-06 on the Consolidated Financial Statements. In July 2025, the FASB issued ASU 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 Accounting Standards Codification ("ASC") 606 - Revenue from Contracts with Customers. 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. The adoption of this standard has been reflected in Note 11. Income Taxes within the Notes to the Consolidated Financial Statements. We reviewed all other recently issued accounting pronouncements and concluded they were either not applicable or not expected to have a material impact on the Consolidated Financial Statements. Recently Issued Tax Legislation On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the restoration of favorable tax treatment for specific business provisions. The legislation has multiple effective dates, with some provisions taking effect in tax year 2025 and others phased in through tax year 2027. 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. 50 Table of Contents 3. Revenue Disaggregation of Revenue In the following table, revenue is disaggregated by type of good or service (in thousands): Year Ended December 28, 2025 December 29, 2024 December 31, 2023 Restaurant revenue $ 1,189,780 $ 1,224,254 $ 1,274,294 Franchise revenue 14,076 14,941 15,867 Gift card breakage 5,243 7,930 9,874 Other revenue 1,126 1,435 3,011 Total revenues $ 1,210,225 $ 1,248,560 $ 1,303,046 Contract Liabilities Components of unearned revenue in the Consolidated Balance Sheets are as follows (in thousands): December 28, 2025 December 29, 2024 Unearned gift card revenue $ 24,096 $ 24,333 Unearned Royalty revenue 3,191 2,750 Unearned revenue $ 27,287 $ 27,083 Revenue recognized in the 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): Year Ended December 28, 2025 December 29, 2024 December 31, 2023 Gift card revenue $ 13,070 $ 16,782 $ 19,224 We recognize revenue from our customer loyalty program, Red Robin Royalty ("Royalty"), within restaurant revenue in the 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 Consolidated Balance Sheets. Changes in our unearned revenue balance related to our Royalty program (in thousands): Year Ended December 28, 2025 December 29, 2024 Unearned Royalty revenue, beginning balance $ 2,750 $ 7,509 Revenue deferred 5,352 4,817 Revenue recognized (1) ( 4,911 ) ( 9,576 ) Unearned Royalty revenue, ending balance $ 3,191 $ 2,750 (1) Restaurant revenue recognized during the fifty-two weeks ended December 29, 2024 included 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. 4. Other (Gains) Charges, net Other (gains) charges, net consisted of the following (in thousands): 51 Table of Contents Year Ended December 28, 2025 December 29, 2024 December 31, 2023 Asset impairment and restaurant closure costs, net $ 2,785 $ 34,080 $ 12,192 Gain on sale of restaurant property ( 1,127 ) ( 7,425 ) ( 29,543 ) Severance and executive transition (1) 2,181 1,181 3,419 Litigation contingencies 2,198 1,037 9,140 Asset disposal and other, net 4,426 4,975 2,129 Other (gains) charges, net $ 10,463 $ 33,848 $ ( 2,663 ) (1) Severance and executive transition included $( 4.1 ) million, $ 0.1 million, and $ 0.1 million of stock-based compensation (benefit) expense in fiscal years 2025, 2024, and 2023, respectively. Asset Impairment and Restaurant Closure Costs, net Asset impairment and restaurant closure costs, net consisted of the following (in thousands, except for location data): Year Ended December 28, 2025 December 29, 2024 December 31, 2023 Number of non-operating locations 10 9 13 Non-operating location rent, restaurant closure costs, and other $ 4,291 $ 3,676 $ 5,432 Number of impaired locations 4 58 19 Non-cash impairment $ 2,713 $ 32,838 $ 9,130 Number of locations with lease remeasurement 17 7 9 Net lease remeasurement (gain) loss $ ( 4,219 ) $ ( 2,434 ) $ ( 2,370 ) Total asset impairment and restaurant closure costs, net $ 2,785 $ 34,080 $ 12,192 Gain on Sale of Restaurant Property During fiscal 2025, the Company sold three restaurant properties for total proceeds of $ 5.8 million that resulted in a gain, net of expenses of $ 1.1 million. The net proceeds were included within cash flows from investing activities on the Consolidated Statements of Cash Flows for the year ended December 28, 2025, and were used to repay long-term debt. During fiscal 2024, the Company sold ten restaurant properties for total proceeds of $ 23.9 million in sale-leaseback transactions that resulted in a gain, net of expenses of $ 7.4 million. The net proceeds were included within cash flows from investing activities on the Consolidated Statements of Cash Flows for the year ended December 29, 2024. During fiscal 2023, the Company sold 18 restaurant properties for total proceeds of $ 58.8 million in a sale-leaseback transaction that resulted in a gain, net of expenses of $ 29.4 million. In addition, during 2023, the Company sold one restaurant property for total proceeds of $ 1.5 million which resulted in a gain, net of expenses of $ 0.1 million. The net proceeds were included within cash flows from investing activities on the Consolidated Statements of Cash Flows for the year ended December 31, 2023. Severance and Executive Transition Severance and executive transition consisted of the following (in thousands): Year Ended December 28, 2025 December 29, 2024 December 31, 2023 Executive severance $ 4,915 $ 476 $ 2,298 Stock-based compensation (1) ( 4,104 ) 71 128 Team member severance (2) 1,370 634 993 Total severance and executive transition $ 2,181 $ 1,181 $ 3,419 52 Table of Contents (1) For fiscal 2025, the stock-based compensation benefit related primarily to the forfeiture of unvested stock-based compensation by certain executive leadership. (2) During fiscal 2025, team member severance was primarily associated with a reduction in force, which occurred during the second quarter of fiscal 2025. Litigation Contingencies In fiscal years 2025, 2024, and 2023, the Company recorded certain accruals associated with litigation contingencies. See Note 12. Commitments and Contingencies, for further discussion. Asset Disposal and Other Asset disposal and other primarily related to asset disposals, strategic projects and other non-recurring items. 5. Property and Equipment, net Property and equipment, net consisted of the following as of December 28, 2025 and December 29, 2024 (in thousands): December 28, 2025 December 29, 2024 Land $ 6,542 $ 9,760 Buildings 12,645 13,496 Leasehold improvements 579,623 574,256 Furniture, fixtures, and equipment 368,545 360,611 Construction in progress 1,310 13,307 Property and equipment, gross $ 968,665 $ 971,430 Accumulated depreciation and amortization $ ( 810,560 ) $ ( 790,206 ) Property and equipment, net $ 158,105 $ 181,224 Depreciation and amortization expense on property and equipment were $ 49.3 million, $ 55.4 million, and $ 63.8 million in fiscal years 2025, 2024, and 2023, respectively. 6. Intangible Assets, net Intangible assets, net consisted of the following as of December 28, 2025 and December 29, 2024 (in thousands): December 28, 2025 December 29, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets subject to amortization: Franchise rights $ 45,117 $ ( 42,332 ) $ 2,785 $ 46,091 $ ( 41,647 ) $ 4,444 Leasehold interests 12,845 ( 11,113 ) 1,732 12,867 ( 10,906 ) 1,961 Liquor licenses and other 8,999 ( 8,843 ) 156 9,596 ( 9,419 ) 177 $ 66,961 $ ( 62,288 ) $ 4,673 $ 68,554 $ ( 61,972 ) $ 6,582 Indefinite-lived intangible assets: Liquor licenses and other $ 4,482 $ — $ 4,482 $ 4,482 $ — $ 4,482 Intangible assets, net $ 71,443 $ ( 62,288 ) $ 9,155 $ 73,036 $ ( 61,972 ) $ 11,064 The aggregate amortization expense related to intangible assets subject to amortization were $ 1.8 million, $ 2.3 million, and $ 2.4 million for fiscal years 2025, 2024, and 2023, respectively. 53 Table of Contents The estimated aggregate future amortization expense as of December 28, 2025 were as follows (in thousands): 2026 $ 1,435 2027 1,070 2028 611 2029 343 2030 290 Thereafter 924 $ 4,673 7. Accrued Payroll and Payroll-Related Liabilities, and Accrued Liabilities and Other Accrued payroll and payroll-related liabilities consisted of the following as of December 28, 2025 and December 29, 2024 (in thousands): December 28, 2025 December 29, 2024 Payroll and payroll-related taxes $ 17,087 $ 18,438 Workers compensation insurance 6,071 6,459 Corporate and restaurant incentive compensation (1) 10,713 4,168 Accrued vacation 6,398 6,583 Other 3,770 4,024 Accrued payroll and payroll-related liabilities $ 44,039 $ 39,672 (1) This balance was inclusive of $ 2.9 million and $ 0.0 million for fiscal years 2025 and 2024, respectively, related to severance and executive transition costs. Included within corporate and restaurant incentive compensation are accrued termination benefits, which represent one-time termination benefits primarily related to changes in leadership positions as a result of strategic pivots under previous strategies and the First Choice plan. These plans, and the related reductions in force, are accounted for in accordance with ASC Topic 420, Exit or Disposal Cost Obligations . The charges incurred under previous strategies were recognized in fiscal 2023 and fully paid as of the end of fiscal 2024. The Company incurred a cumulative total of $ 1.4 million in one-time termination benefits during fiscal 2025 related to the First Choice plan reduction in force, and was included in Other (gains) charges, net in the Consolidated Statements of Operations and Comprehensive Income (Loss). One-time termination benefits activity for the fiscal years ended December 29, 2024 and December 28, 2025, respectively, were as follows: Termination Benefits Balance as of December 31, 2023 $ 184 Charges — Cash Payments ( 184 ) Balance as of December 29, 2024 $ — Charges 1,370 Cash Payments ( 1,033 ) Balance as of December 28, 2025 $ 337 54 Table of Contents Accrued liabilities and other consisted of the following as of December 28, 2025 and December 29, 2024 (in thousands): December 28, 2025 December 29, 2024 State and city sales tax payable $ 5,838 $ 6,224 Real estate, personal property, state income, and other taxes payable 7,937 6,933 Insurance 10,092 10,201 Utilities 2,615 3,016 Legal 5,510 4,935 Accrued interest 1,220 1,536 Accrued marketing 2,824 2,830 Current portion of finance lease liabilities 1,092 1,019 Other 9,673 6,237 Accrued liabilities and other $ 46,801 $ 42,931 8. Borrowings Borrowings as of December 28, 2025 and December 29, 2024 are summarized below: December 28, 2025 December 29, 2024 (Dollars in thousands) Borrowings Variable Interest Rates Borrowings Variable Interest Rates Revolving line of credit $ 3,000 11.40 % $ 20,000 12.03 % Term loan $ 167,217 11.50 % $ 169,470 12.21 % Total borrowings $ 170,217 $ 189,470 Less: unamortized debt issuance costs (1) $ 5,476 $ 7,829 Long-term debt $ 164,741 $ 181,641 Revolving line of credit unamortized debt issuances costs (1) : $ 932 $ 1,298 (1) Unamortized debt issuance costs associated with the Company's Credit Facility were included as deferred costs in other assets, net for financing charges allocated to the revolving line of credit, and long-term debt for financing charges associated with the term loan in the accompanying Consolidated Balance Sheets. Maturities of long-term debt as of December 28, 2025 were as follows (in thousands): 2026 $ — 2027 170,217 2028 — 2029 — Thereafter — $ 170,217 55 Table of Contents Credit Facility As of December 28, 2025, the Company's credit facility allowed for up to $ 240.0 million of borrowings and is comprised of a $ 40.0 million revolving line of credit and a $ 200.0 million term loan (collectively, the "Credit Facility"). As of December 28, 2025 and December 29, 2024, the Company had outstanding borrowings of $ 170.2 million and $ 189.5 million, respectively, inclusive of $ 3.0 million and $ 20.0 million drawn on its revolving line of credit, respectively, under its Credit Facility. In addition, the Company had amounts issued under letters of credit of $ 9.3 million and $ 8.5 million as of December 28, 2025 and December 29, 2024, respectively. The Credit Facility will mature on September 3, 2027. 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. As of December 28, 2025, the Company has fulfilled this obligation for the duration of the Credit Facility via previous principal payments. The Credit Facility's interest rate references the Secured Overnight Financing Rate ("SOFR"), which is 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. 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. Red Robin International, Inc., is the borrower under the Credit Agreement, and certain of its subsidiaries and the Company are guarantors of borrower’s obligations under the Credit Agreement. Borrowings under the Credit Agreement are secured by substantially all of the assets of the borrower and the guarantors, including the Company, and are available to: (i) refinance certain existing indebtedness of the borrower and its subsidiaries, (ii) pay any fees and expenses in connection with the Credit Agreement, and (iii) provide for the working capital and general corporate requirements of the Company, the borrower and its subsidiaries, including permitted acquisitions and capital expenditures, but excluding restricted payments. On March 4, 2022, Red Robin International, Inc., the Company, and the guarantors also entered into a Pledge and Security Agreement (the "Security Agreement") granting to the Administrative Agent a first priority security interest in substantially all of the assets of the borrower and the guarantors to secure the obligations under the Credit Agreement. Red Robin International, Inc., as the borrower is obligated to pay customary fees to the agents, lenders and issuing banks under the Credit Agreement with respect to providing, maintaining, or administering, as applicable, the credit facilities. On July 17, 2023, the Company amended the Credit Agreement (the "First Amendment") to, among other things, remove the previously included $ 50.0 million aggregate cap on sale-leasebacks of Company-owned real property that are permitted under the Credit Agreement, subject to certain conditions set forth in the Credit Agreement. On August 21, 2024, the Company entered into the second amendment to the Credit Agreement (the "Second Amendment"). The Second Amendment, among other things, provided certain relief from the financial covenant by increasing the required maximum net total leverage ratio beginning in the third quarter of 2024 through the end of the third quarter of fiscal 2025; increased the aggregate revolving commitments by $ 15.0 million to $ 40.0 million through the end of the third quarter of fiscal 2025; removed the variable pricing grid and increases the applicable margin on all term loans and revolving loans that are SOFR-based loans to 7.50 % per annum and that are ABR-based loans to 6.50 % per annum; and added certain additional reporting requirements. On November 4, 2024, the Company entered into the third amendment to the Credit Agreement (the "Third Amendment"). The Third Amendment extended the provisions of the Second Amendment through the end of the first fiscal quarter of 2026. On November 7, 2025, the Company entered into the fourth amendment to the Credit Agreement (the "Fourth Amendment"). The Fourth Amendment extended the maturity date of the Credit Agreement by six months to September 3, 2027. In connection with the Fourth Amendment, the Company paid customary amendment fees to the lenders under the Credit Facility. The Company performed an analysis of the Fourth Amendment under ASC Topic 470, Debt, and determined that debt modification accounting was appropriate. As a result, the Company capitalized $ 1.0 million of the amendment fees as debt issuance costs, which will be amortized over the remaining term of the Credit Facility, and expensed the remaining $ 0.1 million of fees. Approximately $ 0.5 million of the Fourth Amendment fees were paid-in-kind and added to the principal balance of the term loan. 56 Table of Contents The summary descriptions of the Credit Agreement, the Security Agreement, the First Amendment, the Second Amendment, the Third Amendment, and the Fourth Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of each agreement, which are listed as exhibits to this Annual Report on Form 10-K. 9. Fair Value Measurements Fair value measurements are made under a three-tier fair value hierarchy, which prioritizes the inputs used in the measuring of fair value: Level 1: Observable inputs that reflect unadjusted quote prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value. 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 accrued expenses and other current 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 prepaid expenses and other current assets in the accompanying 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 in the accompanying Consolidated Balance Sheets. The fair market value of mutual funds is measured using Level 1 inputs (quoted prices for identical assets in active markets), and were $ 1.9 million and $ 1.8 million as of December 28, 2025, and December 29, 2024, respectively. See Note 15. Employee Benefit Programs for additional information. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Assets and liabilities recognized or disclosed at fair value on the Consolidated Financial Statements on a nonrecurring basis include items such as property, plant and equipment, right of use assets, and intangible assets. These assets are measured at fair value if determined to be impaired. During fiscal years 2025, 2024, and 2023, the Company measured non-financial assets for impairment using continuing and projected future cash flows, as discussed in Note 4. Other (Gains) Charges, net which were based on significant inputs not observable in the market and thus represented a Level 3 fair value measurement. Based on our fiscal years 2025, 2024, and 2023 impairment analyses, we impaired long-lived assets at 4 , 58 and 19 locations with carrying values of $ 6.1 million, $ 71.3 million, and $ 36.5 million, respectively. We determined the fair value of these long-lived assets in fiscal years 2025, 2024, and 2023 to be $ 3.4 million, $ 39.4 million and $ 27.4 million, respectively, based on Level 3 fair value measurements. Liquor licenses with indefinite lives are reviewed for impairment annually or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. If the carrying amount is not recoverable, we record an impairment charge for the excess of the carrying amount over the fair value. We determine fair value based on quoted prices in the active market for the license in the same or similar jurisdictions, representing a Level 1 fair value measurement. During the fourth quarter of fiscal 2025, the Company performed its annual review of its indefinite lived liquor licenses that had a carrying value of $ 4.0 million, resulting in no impairment recorded. Impairment charges of $ 1.1 million and $ 0.2 million were recorded to liquor licenses with indefinite lives in fiscal years 2024 and 2023, respectively. Disclosures of Fair Value of Other Assets and Liabilities The carrying value of our variable rate Credit Facility, which utilized level 2 fair value inputs, approximated fair value as of December 28, 2025 and December 29, 2024, as such debt bears interest at floating rates which approximate market rates. 57 Table of Contents 10. Leases The Company's finance and operating lease assets and liabilities as of December 28, 2025 and December 29, 2024 were as follows (in thousands): December 28, 2025 Finance (1) Operating (2) Lease assets, net $ 4,388 $ 295,996 Current portion of lease obligations 1,092 49,111 Long-term portion of lease obligations 5,646 300,055 Total $ 6,738 $ 349,166 December 29, 2024 Finance (1) Operating (2) Lease assets, net $ 5,328 $ 331,617 Current portion of lease obligations 1,019 50,083 Long-term portion of lease obligations 6,746 345,635 Total $ 7,765 $ 395,718 (1) Finance lease assets and obligations are included in other assets, net, accrued liabilities and other, and other non-current liabilities within our Consolidated Balance Sheets. (2) Operating lease assets and obligations are included in operating lease assets, net, current portion of operating lease liabilities, and long-term portion of operating lease liabilities within our Consolidated Balance Sheets. 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 Consolidated Statements of Operations and Comprehensive Income (Loss) are as follows (in thousands): Year Ended December 28, 2025 December 29, 2024 December 31, 2023 Operating lease cost $ 73,388 $ 75,059 $ 72,346 Finance lease cost: Amortization of right of use assets (1) $ 886 $ 936 $ 985 Interest on lease liabilities (2) 385 438 520 Total finance lease cost $ 1,271 $ 1,374 $ 1,505 Variable lease cost $ 20,140 $ 19,077 $ 19,806 Total lease costs $ 94,799 $ 95,510 $ 93,657 (1) Amortization of finance lease right of use assets is recorded to depreciation and amortization in our Consolidated Statements of Operations and Comprehensive Income (Loss). (2) Interest on finance lease liabilities is recorded to interest expense in our Consolidated Statements of Operations and Comprehensive Income (Loss). Maturities of our lease liabilities as of December 28, 2025 were as follows (in thousands): Finance Leases Operating Leases 2026 $ 1,433 $ 78,240 2027 1,340 72,440 2028 1,111 64,925 2029 953 56,061 2030 715 48,375 Thereafter 2,460 178,023 Total future lease liability $ 8,012 $ 498,064 Less imputed interest $ 1,274 $ 148,898 Present value of lease liability $ 6,738 $ 349,166 58 Table of Contents Supplemental cash flow information related to leases are as follows (in thousands, except other information): Year Ended December 28, 2025 December 29, 2024 December 31, 2023 Cash flows from operating activities: Cash paid related to lease liabilities Operating leases $ 80,358 $ 83,043 $ 80,469 Finance leases 385 438 520 Cash flows from financing activities: Cash paid related to lease liabilities Finance leases $ 1,036 $ 923 $ 898 Cash paid for amounts included in the measurement of lease liabilities $ 81,779 $ 84,404 $ 81,887 Right of use assets obtained in exchange for operating lease obligations $ 20,446 $ 26,089 $ 53,915 Right of use assets obtained in exchange for finance lease obligations $ — $ — $ 81 Other information related to operating leases as follows: Weighted average remaining lease term 7.69 8.25 8.68 Weighted average discount rate 9.11 % 8.62 % 8.15 % Other information related to financing leases as follows: Weighted average remaining lease term 7.64 8.47 9.34 Weighted average discount rate 4.83 % 4.85 % 4.87 % 11. Income Taxes Income (loss) before income taxes included the following components for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023 (in thousands): 2025 2024 2023 U.S. $ ( 23,019 ) $ ( 77,641 ) $ ( 20,894 ) Foreign ( 7 ) 10 ( 24 ) Income (loss) before income taxes $ ( 23,026 ) $ ( 77,631 ) $ ( 20,918 ) 59 Table of Contents Income tax (benefit) expense included the following components for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023 (in thousands): 2025 2024 2023 Current: Federal $ ( 11 ) $ ( 37 ) $ 37 State 269 ( 53 ) 273 Foreign — — — Total current income tax (benefit) expense $ 258 $ ( 90 ) $ 310 Deferred: Federal $ — $ — $ — State — — — Foreign — — — Total deferred income tax (benefit) expense $ — $ — $ — Income tax (benefit) expense, net $ 258 $ ( 90 ) $ 310 The reconciliation between the income tax (benefit) expense and the amount of income tax computed by applying the U.S. federal statutory rate to income (loss) before income taxes as shown in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) for fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023 were as follows: 2025 2024 2023 Amount % Amount % Amount % Tax provision at U.S. federal statutory rate $ ( 4,835 ) 21.0 % $ ( 16,257 ) 21.0 % $ ( 4,382 ) 21.0 % State and local income tax, net of federal (national) income tax effect (1) 220 ( 1.0 ) ( 512 ) 0.7 ( 15 ) 0.1 Foreign tax effects 317 ( 1.4 ) ( 586 ) 0.8 121 ( 0.6 ) Changes in valuation allowance 3,512 ( 15.2 ) 14,321 ( 18.6 ) 2,868 ( 13.8 ) Nontaxable or nondeductible items 546 ( 2.4 ) 621 ( 0.8 ) 698 ( 3.3 ) Other 498 ( 2.1 ) 2,323 ( 3.0 ) 1,020 ( 4.9 ) Effective tax rate $ 258 ( 1.1 ) % $ ( 90 ) 0.1 % $ 310 ( 1.5 ) % (1) State taxes in California, Colorado, Illinois, Oregon, and Texas made up the majority (greater than 50%) of the tax effect in this category. 60 Table of Contents The Company's federal and state deferred taxes as of December 28, 2025 and December 29, 2024 were as follows (in thousands): 2025 2024 Deferred tax assets: Leasing transactions $ 92,318 $ 104,831 General business and other tax credits 39,718 41,009 Net operating loss carryover 50,302 50,688 Accrued compensation and related costs 4,907 4,810 Goodwill 7,332 7,250 Stock-based compensation 5,933 6,423 Advanced payments — — Interest expense 21,670 15,938 Property & Equipment 7,463 8,318 Other non-current deferred tax assets 1,561 1,594 Subtotal $ 231,204 $ 240,861 Valuation allowance $ ( 141,148 ) $ ( 136,595 ) Total $ 90,056 $ 104,266 Deferred tax liabilities: Leasing transactions $ ( 80,035 ) $ ( 89,804 ) Property and equipment — — Supplies inventory ( 4,114 ) ( 4,349 ) Prepaid expenses ( 1,282 ) ( 1,862 ) Advanced Payments ( 1,056 ) ( 364 ) Other non-current deferred tax liabilities ( 3,569 ) ( 7,887 ) Total $ ( 90,056 ) $ ( 104,266 ) Net deferred tax asset $ — $ — The Company had net operating loss carryforwards for tax purposes of $ 50.3 million as of December 28, 2025. This was comprised of approximately $ 21.4 million of federal net operating loss carryovers, approximately $ 19.8 million of state net operating loss carryovers, and approximately $ 9.1 million of foreign net operating loss carryovers. The federal net operating loss has an indefinite carryforward period, the state net operating loss carryovers expire at various dates between 2026 and 2046, and the foreign net operating loss carryovers expire at various dates between 2036 and 2046. As of December 28, 2025, the Company had a deferred tax asset of $ 39.7 million related to federal tax credits, which expire at various dates between 2026 and 2040. The Company establishes a valuation allowance to reduce the carrying amount of deferred income tax assets when it is more likely than not that it will not realize some portion or all the tax benefit of its deferred income tax assets. The realization of deferred tax assets depends on the generation of future taxable income during the periods in which the temporary differences become deductible. In making this determination, the Company considers all available positive and negative evidence including historical operating losses, the reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies. In 2020, management determined that a full valuation allowance was required and has recorded a full valuation allowance as of December 28, 2025 and at December 29, 2024. Based on the Company's evaluation of its deferred tax assets, a valuation allowance of approximately $ 141.1 million had been recorded against the deferred tax asset for federal and state tax credits, federal and state deferred tax assets, all net operating loss carry forwards and the deferred taxes of our foreign subsidiary. 61 Table of Contents The following table summarizes the Company's unrecognized tax benefits as of December 28, 2025, December 29, 2024, and December 31, 2023 (in thousands): 2025 2024 2023 Beginning of year $ 51 $ 185 $ 185 Increase due to current year tax positions — — — Due to decrease to a position taken in a prior year — — — Settlements — — — Reductions related to lapses in the statute of limitations ( 51 ) ( 134 ) — End of year $ — $ 51 $ 185 The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is approximately $ 0.0 million. The Company does not anticipate significant changes in the aggregate amount of unrecognized tax benefits within the next 12 months, other than nominal tax settlements. The following table summarizes the Company's net cash paid (refunds received) for income taxes, which consisted of the following as of December 28, 2025, December 29, 2024, and December 31, 2023 (in thousands): 2025 2024 2023 Federal $ 72 $ 21 $ 50 Aggregated state and local jurisdictions 53 96 168 Disaggregated state and local jurisdictions Maryland ( 293 ) ( 191 ) — Oregon 50 55 43 Pennsylvania 31 31 118 Texas 57 71 75 Foreign — — — Net (refunds received) cash paid for income taxes $ ( 30 ) $ 83 $ 454 12. Commitments and Contingencies Because litigation is inherently unpredictable, assessing contingencies related to litigation is a complex process involving highly subjective judgment about potential outcomes of future events. When evaluating litigation contingencies, we may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the availability of appellate remedies, insurance coverage related to the claim or claims in question, the presence of complex or novel legal theories, and the ongoing discovery and development of information important to the matter. In addition, damage amounts claimed in litigation against us may be unsupported, exaggerated, or unrelated to possible outcomes, and as such are not meaningful indicators of our potential liability or financial exposure. Accordingly, we review the adequacy of accruals and disclosures each quarter in consultation with legal counsel, and we assess the probability and range of possible losses associated with contingencies for potential accrual in the Consolidated Financial Statements. However, the ultimate resolution of litigated claims may differ from our current estimates. As of December 28, 2025, we had reserves of $ 5.5 million for loss contingencies included within accrued liabilities and other on our Consolidated Balance Sheets. We increased our estimate of loss contingency liabilities by approximately $ 1.1 million for the year ended December 28, 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. 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. However, a significant increase in the number of these claims, or one or more successful claims resulting in greater liabilities than we currently anticipate, could materially and adversely impact our business, financial condition, results of operations, and cash flows. We ultimately may be subject to greater or less than the accrued amount for this and other matters. 62 Table of Contents As of December 28, 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 $ 214.5 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 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 $ 3.0 million and $ 3.8 million as of December 28, 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. 13. Stockholders' Equity ( Deficit) On November 10, 2025, the Company entered into a distribution agreement (the "Distribution Agreement") with Evercore Group L.L.C. ("Evercore") to establish an "at-the-market equity offering" program ("ATM Program"), pursuant to which the Company may offer and sell, from time to time, through Evercore, shares of the Company’s common stock, par value $ 0.001 per share, having an aggregate offering price of up to $ 40.0 million. As of December 28, 2025, the Company had not issued or sold any shares under the ATM Program, which the Company voluntarily terminated on February 23, 2026. The cost to establish this program was $ 0.5 million, comprised of legal and other regulatory fees, and is included in the proceeds from issuance of common stock, net of stock issuance costs of the Consolidated Statements of Cash Flows. On December 3, 2024 the Company entered into an Equity Purchase Agreement with JCP Investment Management, LLC and certain of its affiliates (collectively, "JCP") and Jumana Capital, LLC and certain of its affiliates (collectively, "Jumana," and together with the JCP Parties, the "Investor Parties"), pursuant to which the Investor Parties purchased an aggregate of 1,600,909 shares of Common Stock, at a purchase price of $ 5.19 per share, resulting in $ 8.3 million in gross proceeds. On August 9, 2018, the Company's Board of Directors authorized an increase to the Company's share repurchase program of approximately $ 21 million to a total of $ 75 million of the Company's common stock. The increased share repurchase authorization became effective on August 9, 2018 and will terminate upon completing repurchases of $ 75 million of common stock unless otherwise terminated by the board. Purchases under the repurchase program may be made in open market or privately negotiated transactions. Purchases may be made from time to time at the Company's discretion, and the timing and amount of any share repurchases will be determined based on share price, market conditions, legal requirements, and other factors. The repurchase program does not obligate the Company to acquire any particular amount of common stock, and the Company may suspend or discontinue the repurchase program at any time. In fiscal 2025, the Company did no t repurchase any shares under its share repurchase program. From the date of the current program approval through December 28, 2025, we have repurchased a total of 1,088,588 shares at an average price of $ 15.18 per share for an aggregate amount of $ 16.5 million. Accordingly, as of December 28, 2025, we had $ 58.5 million of availability under the current share repurchase program. 14. Stock Incentive Plans In May 2024, the Company's stockholders approved the 2024 Performance Incentive Plan (the "2024 Stock Plan"). Following the date of approval, all grants are made under the 2024 Stock Plan and no new awards may be granted under the Second Amended and Restated 2017 Performance Incentive Plan (the "2017 Stock Plan"). The 2024 Stock Plan authorizes the issuance of stock options, stock appreciation rights, restricted stock units, performance stock units, and other forms of awards granted or denominated in the Company common stock or unit of the Company's common stock, as well as cash performance awards pursuant to the plan. Persons eligible to receive awards under the 2024 Stock Plan include officers, employees, directors, consultants, contractors, and other service providers or any affiliate of the Company. The maximum number of shares of the Company's common stock that may be issued or transferred pursuant to awards granted under the 2024 Stock Plan is 2,072,163 shares. As of December 28, 2025, 253,675 and 2,227,091 options and awards to acquire the Company's common stock remained outstanding under the 2017 Stock Plan and the 2024 Stock Plan, respectively. Stock-based compensation costs recognized in general and administrative for fiscal years 2025, 2024, and 2023 were $ 5.6 million, $ 6.9 million, and $ 6.3 million, respectively. Total stock-based compensation costs, inclusive of amounts recognized in labor and other (gains) charges, net for fiscal years 2025, 2024, and 2023 were $ 1.5 million, $ 7.0 million, and $ 6.9 million, respectively, with related income tax benefits of $ 0.6 million, $ 0.5 million, and $ 0.8 million, respectively. As of December 28, 2025, there was $ 4.9 million of unrecognized compensation cost, excluding estimated forfeitures. Unrecognized compensation costs are expected to be recognized over the weighted average remaining vesting period of approximately 0.73 years for the restricted stock units ("RSU") and 1.90 years for the performance stock units ("PSU"). There is no unrecognized compensation cost for stock options in the year ended December 28, 2025. 63 Table of Contents Time-Based RSUs During fiscal years 2025, 2024, and 2023, the Company issued time-based restricted stock units ("RSUs") to certain participants. The RSUs granted to employees typically vest in equal installments over three to four years . For the Company's non-employee directors, RSUs vest in full on the later of fifty weeks following the date of grant and the Company's next annual meeting of stockholders. Upon vesting, one share of the Company's common stock is issued for each RSU. The fair value of each RSU granted is equal to the market price of the Company's stock at the date of grant, and expense is recognized straight line over the vesting period. The table below summarizes the activity of the Company's time-based restricted stock units (shares in thousands): Restricted Stock Units Shares Weighted Average Grant-Date Fair Value (per share) Outstanding, December 29, 2024 1,037 $ 8.05 Awarded 1,610 3.79 Forfeited ( 965 ) 5.66 Vested ( 443 ) 8.23 Outstanding, December 28, 2025 1,239 $ 4.30 Performance Stock Units During fiscal years 2025, 2024, and 2023, the Company granted performance-based stock unit awards ("PSUs") to certain employees. Each PSU represents the right to receive one share of the Company's common stock on the vesting date. The PSU awards use a performance metric based on relative total stockholder return defined as increases in the Company's stock price during a performance period of three years as compared to the total stockholder return of a group of peer companies. Expense is recorded to general and administrative expenses on a straight-line basis over the performance period based on the fair value of shares as determined by a Monte Carlo simulation on the grant date. PSUs remain unvested until the last day of the three-year performance period and are generally forfeited in the event of termination of employment of a grantee prior to the last day of the three-year performance period. If the relative total stockholder return target is not met, then the compensation cost for these PSUs is not reversed. The table below summarizes the activity of the Company's performance stock units (shares in thousands): Performance Stock Units Shares Weighted Average Grant-Date Fair Value (per share) Outstanding, December 29, 2024 936 $ 13.62 Awarded 1,557 0.99 Forfeited ( 875 ) 9.20 Vested — — Outstanding, December 28, 2025 1,618 $ 2.79 The fair value of PSUs was estimated on the grant date using a Monte Carlo simulation model with the following assumptions: Fiscal Year of Grant 2025 2024 2023 Volatility 66.8 % 66.2 % 76.1 % Risk-free interest rate 4.0 % 4.8 % 3.8 % Expected life (years) 2.60 2.60 2.78 Fair value of market-based awards granted $ 3.38 $ 9.11 $ 18.95 Phantom Performance Stock Units During fiscal 2025, the Company granted phantom performance stock unit awards ("PPSUs") to certain employees. Each PPSU represents the right to receive either one share of the Company's common stock upon vesting or the cash equivalent on that date. The PPSUs use a performance metric based on relative total stockholder return defined as increases in the Company's 64 Table of Contents stock price during a performance period of three years as compared to the total stockholder return of a group of peer companies. PPSUs remain unvested until the last day of the three-year performance period and are generally forfeited in the event of termination of employment of a grantee prior to the last day of the three-year performance period. The option to settle the PPSUs in common stock or cash upon vesting is at the sole discretion of the Company. While the Company may opt to settle any earned PPSUs with common stock, as of December 28, 2025, the PPSUs were liability-classified awards due to the lack of available shares under the 2024 Stock Plan. The PPSUs are included within other non-current liabilities on the Company's Consolidated Balance Sheets. The fair value of each PPSU granted is determined using a Monte Carlo valuation model and is remeasured at each reporting date until settlement. Compensation expense is recognized or reversed on each remeasurement date based on the change in fair value of the PPSUs between remeasurement periods, pro-rated based on the remaining term to vest. The table below summarizes the status of the Company's phantom performance stock units under the 2024 Stock Plan (shares in thousands): Phantom Performance Stock Units Shares Weighted Average Grant-Date Fair Value (per share) Outstanding, December 29, 2024 — $ — Awarded 477 8.40 Forfeited ( 190 ) 8.40 Vested — — Outstanding, December 28, 2025 287 $ 8.40 The following table summarizes the key inputs and valuation assumptions used in determining the fair value of the Company’s PPSU awards as of December 28, 2025: Fiscal Year of Grant 2025 2024 2023 Volatility 77.9 % N/A N/A Risk-free interest rate 3.5 % N/A N/A Expected life (years) 2.01 N/A N/A Fair value of market-based awards granted $ 6.13 N/A N/A Long-Term Cash Incentive Plan Beginning in 2020, the long-term cash incentive plan is based on relative total stockholder return defined as increases in the Company's stock price during a performance period of three years as compared to the total stockholder return of a group of peer companies. Compensation expense is recognized variably over the 3 -year performance period. All long-term cash incentive awards cliff vest after three years at the end of each performance cycle. In fiscal years 2025, 2024, and 2023, the Company recorded $( 0.1 ) million, $( 0.1 ) million, and $( 0.1 ) million, respectively, in compensation (benefit) expense to general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss) related to the 2020 long-term cash incentive plan. The amounts recorded in fiscal years 2025, 2024, and 2023 included the reversal of the expense related to 2023, 2022, and 2021 grants for which performance targets were not fully achieved. During fiscal years 2025 and 2024, there were no long-term cash incentive plan payouts. At December 28, 2025 and December 29, 2024, a $ 0.2 million and $ 0.3 million long-term cash incentive plan liability was included in accrued payroll and payroll-related liabilities on the Consolidated Balance Sheets. 15. Employee Benefit Programs Employee Deferred Compensation Plan In fiscal 2025 and prior years, the Company offered a deferred compensation plan that permitted key employees and other members of management defined as highly compensated employees under the IRS code to defer portions of their compensation in a pre-tax savings vehicle that allows for retirement savings above 401(k) limits. Under this plan, eligible team members could elect to defer up to 75 % of their base salary and up to 100 % of variable compensation and commissions each plan year. The Company terminated its deferred compensation plan effective October 23, 2025, with no new deferral election allowed. All assets will be fully distributed by the end of fiscal 2026. Given the termination of the deferred compensation plan 65 Table of Contents and scheduled distribution within the next fiscal year, the plan's assets and liabilities have been classified as current in the December 28, 2025 Consolidated Balance Sheets. The assets of the deferred compensation plan are currently held in a rabbi trust, where they are invested in certain mutual funds that cover an investment spectrum ranging from equities to money market instruments and are available to satisfy the claims of the Company's creditors in the event of bankruptcy or insolvency. These mutual funds have published market prices and are reported at fair value. See Note 9. Fair Value Measurements. Changes in the market value of the investments held in the trust result in the recognition of a corresponding gain or loss reported in interest (income) and other, net in the Consolidated Statements of Operations and Comprehensive Income (Loss). A corresponding change in the liability associated with the deferred compensation plan results in an offsetting deferred compensation expense, or reduction of expense, reported in General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). As of December 28, 2025 and December 29, 2024, $ 0.0 million and $ 1.7 million of deferred compensation assets were included in Other assets, net, in the accompanying Consolidated Balance Sheets. As of December 28, 2025 and December 29, 2024, $ 1.9 million and $ 0.1 million of this deferred compensation was included in Prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets. As of December 28, 2025 and December 29, 2024, $ 0.0 million and $ 1.7 million of deferred compensation plan liabilities were included in Other non-current liabilities in the accompanying Consolidated Balance Sheets. As of December 28, 2025, and December 29, 2024, $ 1.9 million and $ 0.1 million of this deferred compensation was included in Accrued liabilities and other in the accompanying Consolidated Balance Sheets. Employee Stock Purchase Plan As of December 28, 2025, there were 600,000 shares authorized to be granted under the Amended and Restated Employee Stock Purchase Plan (the "ESPP Plan"). During fiscal 2025, the Company issued a total of 105,534 shares under the ESPP Plan with 121,269 shares available for future issuance. During fiscal 2024, the Company issued a total of 42,592 shares under the ESPP Plan. Under the ESPP Plan, eligible team members may voluntarily contribute up to 15 % of their salary, subject to limitations, to purchase common stock at a price equal to 85 % of the fair market value of a share of the Company's common stock on the first day of each offering period or 85 % of the fair market value of a share of the Company's common stock on the last day of each offering period, whichever amount is less. In general, all of the Company's officers and team members who have been employed by the Company for at least one year and who are regularly scheduled to work more than 20 hours per week are eligible to participate in this plan, which operates in the successive six-month periods commencing on January 1 and July 1 of each fiscal year. For fiscal 2025, in accordance with the guidance for accounting for stock compensation, the Company estimated the fair value of the shares granted pursuant to the stock purchase plan using the Black-Scholes multiple-option pricing model based on the following assumptions: 2025 2024 2023 Risk-free interest rate 3.79 % 5.03 % 5.46 % Expected life in years 0.50 0.50 0.50 Expected volatility 57.47 % 55.76 % 55.25 % Dividend yield — % — % — % Weighted average fair value per share at grant date $ 0.92 $ 0.93 $ 1.72 Employee Defined Contribution Plan The Company maintains a 401(k) Savings Plan ("401k Plan") which covers eligible team members who have satisfied the service requirements and reached 21 years of age. The 401k Plan, which qualifies under Section 401(k) of the Internal Revenue Code, allows team members to defer specified percentages of their compensation on a pre-tax basis. The Company may make matching contributions in an amount determined by the Board of Directors. In addition, the Company may contribute each period, at its discretion, an additional amount from profits. In fiscal 2025, the Company made matching contributions in an amount equal to 100 % of the first 3 % of an employee's compensation and 50 % on the next 2 % of compensation. The Company matches contributions when the employee contribution is made, and the employer matching contributions are not subject to a vesting schedule. The Company recognized matching contribution expense of $ 3.3 million, $ 3.3 million, and $ 3.0 million in fiscal years 2025, 2024, and 2023 , respectively. 16. Acquisitions and Dispositions As of December 28, 2025, the land and building assets at one owned restaurant location were classified as held for sale. These long-lived assets had a total carrying amount of $ 2.3 million as of December 28, 2025, and were included in assets held 66 Table of Contents for sale in our Consolidated Balance Sheets. We expect to close on the sale of these assets during the first quarter of fiscal 2026. As the fair value of these assets was greater than their carrying amounts as of December 28, 2025, there was no gain or loss to record in our Consolidated Statements of Operations and Comprehensive Income (Loss) until the transaction is closed. As of December 29, 2024, the land and building assets at three owned restaurant locations were classified as held for sale. These long-lived assets had a total carrying amount of $ 4.3 million as of December 29, 2024, and were included in assets held for sale in our Consolidated Balance Sheets. We closed on the sale of these assets during the first quarter of fiscal 2025, which resulted in a gain on sale of $ 1.1 million recorded in our Consolidated Statements of Operations and Comprehensive Income (Loss). 17. Segment Reporting In accordance with ASC 280 - Segment Reporting, the Company uses the management approach for determining its reportable segments. The management approach is based upon the way that management reviews performance and allocates resources. The Company had one operating and one reportable segment: restaurants. We manage our business activities on a consolidated basis, as Red Robin restaurants all have similar customers, sell similar products, and have a similar process to sell those products. We primarily derive our revenue in the United States through the sale of food and beverage through our Company-owned locations as well as earn royalties and fees from franchise restaurants. There have been no material changes to the accounting policies of the restaurant segment. Our Chief Operating Decision Maker ("CODM") is our Chief Executive Officer. The Company measures segment profit using consolidated net income (loss). The CODM uses consolidated net income (loss), as reported on our 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. As Red Robin operated in one reportable operating segment, all required financial segment information is included in the Consolidated Financial Statements. 67 Table of Contents ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.