What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-19 compared with 2025-11-10 · 164 added, 177 removed, 285 unchanged (54% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(in thousands, except for per share amounts) April 19, 2026 December 28, 2025

Current assets:

Cash and cash equivalents $ 24,275 $ 19,924

Accounts receivable and other, net

Accounts receivable, net

13,401 19,441

23 unchanged sentences

Stockholders' equity (deficit):

Common stock;

$ 0.001 par value:

Common stock, $ 0.001 par value:

45,000 shares authorized;

22,050 shares issued;

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

18,252 and 18,009 shares outstanding as of April 19, 2026 and December 28, 2025

Preferred stock, $ 0.001 par value:

3,000 shares authorized;

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

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

no shares issued and outstanding as of April 19, 2026 and December 28, 2025

Treasury stock:

3,798 and 4,041 shares, at cost, as of April 19, 2026 and December 28, 2025

( 134,573 ) ( 143,247 )

Paid-in capital 206,377 213,180

Accumulated other comprehensive loss, net of tax ( 60 ) ( 62 )

Accumulated deficit ( 166,136 ) ( 152,959 )

Accumulated other comprehensive income (loss), net of tax

( 60 ) ( 60 )

Retained earnings (accumulated deficit)

( 178,421 ) ( 176,243 )

Total stockholders' equity (deficit) $ ( 106,655 ) $ ( 106,348 )

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Twelve Weeks Ended Forty Weeks Ended

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

Sixteen Weeks Ended

(in thousands, except for per share amounts) April 19, 2026 April 20, 2025

Restaurant revenue $ 371,101 $ 385,809

9 unchanged sentences

Depreciation and amortization 15,263 15,434

General and administrative (includes $ 1,405 ;

and $ 5,151 of stock-based compensation)

General and administrative (includes $ 1,664 and $ 2,589 of stock-based compensation)

23,092 26,989

Selling 13,247 9,376

Other charges (gains), net (includes $( 129 );

and $ 66 of stock-based compensation)

6,426 1,532 6,846 487

Other (gains) charges, net (includes $ 0 and $( 225 ) of stock-based compensation)

Total costs and expenses $ 372,774 $ 383,290

Income (loss) from operations $ 5,487 $ 9,061

Other expense (income):

Other (income) expense:

Interest expense $ 7,772 $ 8,066

Interest (income) and other, net ( 136 ) ( 251 )

Income (loss) before income taxes

Total other expenses, net

$ 7,636 $ 7,815

Income tax provision (benefit)

Income (loss) before income taxes

$ ( 2,149 ) $ 1,246

Income tax (benefit) expense

Net income (loss) $ ( 2,178 ) $ 1,249

Net income (loss) per share:

Income (loss) per share:

Basic $ ( 0.12 ) $ 0.07

11 unchanged sentences

Common Stock Treasury Stock Accumulated

Comprehensive

Comprehensive Income

(Loss), net of tax

Capital Accumulated Deficit

Capital Retained Earnings (Deficit)

(in thousands) Shares Amount Shares Amount Total

1 unchanged sentence

Issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan

— — ( 243 ) 8,674 ( 8,648 ) — — 26

Non-cash stock compensation — — — — 1,366 — — 1,366

Net income (loss) — — — — — — ( 2,178 ) ( 2,178 )

Other comprehensive income (loss), net of tax — — — — — 2 — 2

Equity issuance costs (1)

— — — — 479 — — 479

Balance, April 19, 2026 22,050 $ 22 3,798 $ ( 134,573 ) $ 206,377 $ ( 60 ) $ ( 178,421 ) $ ( 106,655 )

Issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan — — ( 148 ) 5,299 ( 5,069 ) — — 230

Non-cash stock compensation — — — — ( 2,454 ) — — ( 2,454 )

Net income (loss) — — — — — — 3,993 3,993

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

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

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

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

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

(1) Represents the reclassification of at-the-market equity offering issuance costs from equity to other (gains) charges upon termination of the offering.

Other (Gains) Charges, net, for further information.

Common Stock Treasury Stock Accumulated

Comprehensive

Comprehensive Income

(Loss), net of tax

Capital Accumulated Deficit

Capital Retained Earnings (Deficit)

(in thousands) Shares Amount Shares Amount Total

1 unchanged sentence

Issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan

— — ( 335 ) 11,993 ( 11,752 ) — — 241

Non-cash stock compensation — — — — 2,365 — — 2,365

Net income (loss) — — — — — — 1,249 1,249

Other comprehensive income (loss), net of tax — — — — — ( 18 ) — ( 18 )

Other comprehensive income (loss)

— — — — — 2 — 2

Balance, April 20, 2025 22,050 $ 22 4,312 $ ( 152,944 ) $ 224,280 $ ( 60 ) $ ( 151,710 ) $ ( 80,412 )

Issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan — — ( 143 ) 5,106 ( 4,919 ) — — 187

Non-cash stock compensation — — — — 1,856 — — 1,856

Net income (loss) — — — — — — ( 9,489 ) ( 9,489 )

Other comprehensive income (loss), net of tax — — — — — 4 — 4

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

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

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

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

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

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

See Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Forty Weeks Ended

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

Sixteen Weeks Ended

(in thousands) April 19, 2026 April 20, 2025

Cash Flows From Operating Activities:

Net income (loss) $ ( 2,178 ) $ 1,249

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization 15,263 15,434

Gift card breakage ( 1,878 ) ( 1,705 )

Asset impairment 549 —

Non-cash other gains, net

( 4,231 ) ( 68 )

Non-cash other (gains) charges

Stock-based compensation expense 1,664 2,365

Gain on sale of restaurant property

( 1,137 ) ( 7,425 )

Amortization of debt issuance cost 1,078 1,138

Other, net 316 248

7 unchanged sentences

Other operating assets and liabilities, net 198 241

Net cash provided by operating activities 26,003 1,840

Net cash provided by (used in) operating activities

$ 6,975 $ 19,574

Cash Flows From Investing Activities:

Purchases of property, equipment, and intangible assets $ ( 6,707 ) $ ( 11,972 )

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

Net cash (used in) provided by investing activities

Proceeds from sale of property and equipment, and other — 5,593

Net cash provided by (used in) investing activities

$ ( 6,707 ) $ ( 6,379 )

2 unchanged sentences

$ 5,500 $ ( 15,000 )

Repayments on term loan

( 2,770 ) ( 21,232 )

Repayments of finance lease obligations ( 782 ) ( 934 )

Repayments of borrowings on term loan

Repayments of insurance premium financing

( 1,168 ) ( 1,528 )

Debt issuance costs — ( 2,726 )

Proceeds (uses) from other financing activities, net

Net cash (used in) financing activities

( 217 ) ( 10 )

Net cash provided by (used in) financing activities

$ 4,115 $ ( 19,308 )

Effect of exchange rate changes on cash $ — $ 2

Net change in cash and cash equivalents, and restricted cash $ 4,383 $ ( 6,111 )

2 unchanged sentences

Supplemental disclosure of cash flow information

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

Accrued purchases of property, equipment, and intangible assets

Interest paid

$ 5,586 $ 5,734

Accrued purchases of property, equipment, and intangible assets

Right of use assets obtained in exchange for operating lease obligations 9,169 3,561

3 unchanged sentences

Basis of Presentation and Recent Accounting Pronouncements

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

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

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

The Company operates its business as one operating and one reportable segment.

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 April 19, 2026, the Company owned and operated 379 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.

Basis of Presentation

2 unchanged sentences

The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

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.

4 unchanged sentences

For further information, please refer to and read these interim Condensed Consolidated Financial Statements in conjunction with the Company's audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2025, filed with the SEC on February 25, 2026.

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

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

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

24 unchanged sentences

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

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

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

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

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

We made adjustments to the Condensed Consolidated Statements of Cash Flows to include repayments of finance lease obligations within proceeds (uses) from other financing activities, net, 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.

Stock-based Compensation Awards Granted

During the first quarter of fiscal 2026, the Company issued 789,381 phantom award units under its 2024 Performance Incentive Plan Phantom Unit (Phantom RSU) Award Agreement, valued at $ 3.12 per unit.

These awards vest over two to three years and have a service based vesting condition.

The Company also issued 361,082 phantom award units under its 2024 Performance Incentive Plan Phantom Unit (Phantom PSU) Award Agreement in the first quarter of fiscal 2026, valued at $ 3.12 per unit.

These awards vest over three years and have performance based and service based vesting conditions.

Additionally, in the first quarter of fiscal 2026, the Company issued 100,000 cash-settled stock appreciation rights under its 2024 Performance Incentive Plan Stock Appreciation Rights (SAR) Award Agreement, valued at $ 4.05 per award.

These awards vest over one year and have performance based and service based vesting conditions.

Finally, the Company also issued 250,000 restricted stock units under its 2024 Performance Incentive Plan Restricted Stock Unit (RSU) Award Agreement in the first quarter of fiscal 2026, valued at $ 3.12 per unit.

These awards vest over one year and have a service based vesting condition.

The phantom award units and the cash-settled stock appreciation rights are liability-classified awards and are included within other non-current liabilities on the Company's Condensed Consolidated Balance Sheets.

The Restricted Stock Units are equity-classified awards and are included within paid-in capital on the Company's Condensed Consolidated Balance Sheets.

Recently Issued and Recently Adopted Accounting Standards

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

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

1 unchanged sentence

The Company is currently evaluating the impact of the adoption of ASU 2025-06 to the Consolidated Financial Statements.

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

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.

1 unchanged sentence

The Company is evaluating the impact of the adoption of ASU 2024-03 on the Consolidated Financial Statements.

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

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

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

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

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

7 unchanged sentences

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

Twelve Weeks Ended Forty Weeks Ended

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

Sixteen Weeks Ended

April 19, 2026 April 20, 2025

Restaurant revenue $ 371,101 $ 385,809

4 unchanged sentences

Contract Liabilities

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

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

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

October 5, 2025 December 29, 2024

April 19, 2026 December 28, 2025

Unearned gift card revenue $ 13,647 $ 24,096

3 unchanged sentences

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

Twelve Weeks Ended Forty Weeks Ended

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

Sixteen Weeks Ended

April 19, 2026 April 20, 2025

Gift card revenue $ 11,350 $ 10,704

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

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

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

Twelve Weeks Ended Forty Weeks Ended

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

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

Sixteen Weeks Ended

April 19, 2026 April 20, 2025

Unearned Royalty revenue, beginning balance

5 unchanged sentences

$ 3,191 $ 3,604

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

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

Twelve Weeks Ended Forty Weeks Ended

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

Sixteen Weeks Ended

April 19, 2026 April 20, 2025

Operating lease cost $ 21,990 $ 23,020

4 unchanged sentences

Variable lease cost 6,012 6,059

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

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

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

Total lease costs $ 28,400 $ 29,444

(1) Amortization of finance lease right of use assets is recorded to depreciation and amortization in our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

(2) Interest on finance lease liabilities is recorded to interest expense in our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Finance lease assets are recorded in other assets, net, and the net balance as of April 19, 2026 and April 20, 2025 were $ 4.2 million and $ 5.0 million, respectively.

Earnings (Loss) Per Share

2 unchanged sentences

Potentially dilutive shares are excluded from the computation in periods in which they have an anti-dilutive effect.

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

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

Diluted earnings per share reflects the potential dilution that could occur if holders of unvested equity-classified awards vest and exercise their awards into common stock.

As the Company was in a net loss position for the sixteen week period ended April 19, 2026, all potentially dilutive common shares are considered anti-dilutive.

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

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

Twelve Weeks Ended Forty Weeks Ended

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

Sixteen Weeks Ended

April 19, 2026 April 20, 2025

Basic weighted average shares outstanding 18,120 17,546

2 unchanged sentences

Awards excluded due to anti-dilutive effect on diluted income (loss) per share 2,396 2,095

Other Charges (Gains), net

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

Twelve Weeks Ended Forty Weeks Ended

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

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

Other (Gains) Charges, net

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

Sixteen Weeks Ended

April 19, 2026 April 20, 2025

Asset impairment and restaurant closure costs, net $ 1,753 $ 210

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

Severance and executive transition (1)

539 22 1,878 1,104

Litigation contingencies 87 12

Asset disposal and other, net 2,920 711

Other charges (gains), net

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

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

Gain on Sale of Restaurant Property

During the year to date period of 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 are included within cash flows from investing activities on the Condensed Consolidated Statements of Cash Flows and were used to repay long-term debt.

During the year to date period of fiscal 2024, the Company sold ten restaurant properties for total proceeds of $ 23.9 million in a sale-leaseback transaction that resulted in a gain, net of expenses of $ 7.4 million.

The net proceeds are included within cash flows from investing activities on the Condensed Consolidated Statements of Cash Flows.

Other (gains) charges, net $ 4,830 $ 676

(1) Severance and executive transition included $ 0 and $( 225 ) of stock-based compensation (benefit) expense in the sixteen weeks ended April 19, 2026 and April 20, 2025, respectively.

Asset Impairment and Restaurant Closure Costs, net

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

Twelve Weeks Ended Forty Weeks Ended

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

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

Sixteen Weeks Ended

April 19, 2026 April 20, 2025

Number of non-operating locations

Non-operating location rent and restaurant closure costs

Non-operating location rent, restaurant closure costs, and other

$ 1,568 $ 928

1 unchanged sentence

Non-cash impairment

$ — $ 178 $ 720 $ 1,306

Number of locations with lease remeasurement

3 unchanged sentences

$ 1,753 $ 210

Gain on Sale of Restaurant Property

During the first quarter of 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 Condensed Consolidated Statements of Cash Flows for the first quarter of fiscal 2025 and were used to repay long-term debt.

Severance and Executive Transition

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

Twelve Weeks Ended Forty Weeks Ended

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

Sixteen Weeks Ended

April 19, 2026 April 20, 2025

Executive severance

$ 614 $ 3 $ 4,773 $ 409

Stock-based compensation

( 129 ) 16 ( 4,222 ) 66

Team member severance

54 3 1,327 629

Total severance and executive transition

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

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

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

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

As of April 19, 2026 and April 20, 2025, $ 1.4 million and $ 0.5 million, respectively, was included in accrued payroll and payroll related liabilities in the Condensed Consolidated Balance Sheet related to the executive transition costs described above.

Litigation Contingencies

For the sixteen weeks ended April 19, 2026 and April 20, 2025, the Company recorded certain accruals associated with litigation contingencies.

Commitments and Contingencies, for further discussion.

Asset Disposal and Other

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

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

October 5, 2025 Variable

Interest Rate December 29, 2024 Variable

Interest Rate

Asset disposal and other primarily related to asset disposals, strategic projects and other non-recurring items.

On February 23, 2026, the Company voluntarily terminated its $ 40.0 million at-the-market equity offering program, which had been established on November 10, 2025.

No shares were issued or sold under the program.

The Company incurred $ 0.5 million of related stock issuance costs, which were initially recorded within paid-in capital on the December 28, 2025 Consolidated Balance Sheet, and subsequently reclassified to other (gains) charges, net within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as of April 19, 2026 upon termination of the offering.

Borrowings as of April 19, 2026 and December 28, 2025 are summarized below (in thousands):

April 19, 2026 December 28, 2025

Interest Rates

Revolving line of credit $ 8,500 11.28 % $ 3,000 11.40 %

1 unchanged sentence

Total borrowings $ 175,717 $ 170,217

unamortized debt issuance costs and discounts 5,348 7,829

Long-term debt $ 172,353 $ 181,641

Revolving line of credit unamortized deferred financing charges

unamortized debt issuance costs (1)

$ 4,568 $ 5,476

Long-term debt $ 171,149 $ 164,741

Revolving line of credit unamortized debt issuance costs (1)

(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 Condensed Consolidated Balance Sheets.

Credit Facility

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

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

The borrower maintains the option to increase the Credit Facility in the future, subject to lenders’ participation, by up to an additional $ 40.0 million in the aggregate on the terms and conditions set forth in the Credit Agreement.

The Credit Facility will mature on March 4, 2027.

No amortization is required with respect to the revolving Credit Facility.

As of April 19, 2026, the Company's credit facility allowed for up to $ 225.0 million of borrowings and is comprised of a $ 25.0 million revolving line of credit and a $ 200.0 million term loan (collectively, the "Credit Facility").

As of April 19, 2026 and December 28, 2025, the Company had outstanding borrowings of $ 175.7 million and $ 170.2 million, respectively, inclusive of $ 8.5 million and $ 3.0 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 $ 9.3 million as of April 19, 2026 and December 28, 2025, 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.

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

As of April 19, 2026, 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.

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

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

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

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

6 unchanged sentences

On August 21, 2024, the Company entered into the second amendment to the Credit Agreement (the "Second Amendment").

The Second Amendment, among other things, provides certain relief from the financial covenant by increasing the required maximum net total leverage ratio beginning in the third quarter of 2024 through the end of the third quarter of 2025;

increases the aggregate revolving commitments by $ 15.0 million to $ 40.0 million through the end of the third quarter of 2025;

removes 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 adds certain additional reporting requirements.

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 2025;

increased the aggregate revolving commitments by $ 15.0 million to $ 40.0 million through the end of the third quarter of 2025;

removed the variable pricing grid and increased 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.

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

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

See Note 10 Subsequent Events.

The Fourth Amendment extended the maturity date of the Credit Agreement by six months to September 3, 2027.

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 the Annual Report on Form 10-K filed February 25, 2026.

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:

Observable inputs that reflect unadjusted quote prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

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, restricted cash, accounts payable, and current accrued expenses and other liabilities approximate fair value due to the short-term nature or maturity of the instruments.

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

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

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

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

The Company maintains a rabbi trust to fund obligations under a deferred compensation plan, which are designated as trading securities and carried at fair value.

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 and scheduled distribution within this current fiscal year, the plan's assets and liabilities have been classified as current in the April 19, 2026 Condensed Consolidated Balance Sheets within prepaid expenses and other current assets and accrued liabilities and other, respectively.

The fair market value of the mutual funds is measured using Level 1 inputs (quoted prices for identical assets in active markets) and was $ 1.6 million and $ 1.9 million as of the first quarter of fiscal 2026 and the fourth quarter of fiscal 2025, respectively.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

2 unchanged sentences

During fiscal 2026 and fiscal 2025, the Company measured non-financial assets for impairment using continuing and projected future cash flows, which were based on significant inputs not observable in the market and thus represented a Level 3 fair value measurement.

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

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

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

During the first quarter of fiscal 2026, the Company impaired long-lived assets at one restaurant location with a carrying value of approximately $ 0.5 million.

The fair value of these long-lived assets was determined to be $ 0 .0 million, resulting in a $ 0.5 million impairment charge.

There was no impairment recorded during the first quarter of fiscal 2025.

Disclosures of Fair Value of Other Assets and Liabilities

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

The carrying value of our variable rate Credit Facility, which utilizes Level 2 fair value inputs, approximated fair value as of April 19, 2026 and December 28, 2025, as such debt bears interest at floating rates which approximate market rates.

Commitments and Contingencies

4 unchanged sentences

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

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

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

As of April 19, 2026, we had reserves of $ 5.6 million for loss contingencies included within Accrued liabilities and other on our Condensed Consolidated Balance Sheet.

We increased our estimate of loss contingency liabilities by approximately $ 0.1 million in the first quarter of fiscal 2026 related to ongoing legal matters.

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

These include employment related claims and class action lawsuits;

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

and lease and other commercial disputes.

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

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

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 affect our business, financial condition, results of operations, and cash flows.

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.

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

As of April 19, 2026, 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 $ 188.3 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 $ 3.1 million and $ 3.8 million as of October 5, 2025 and December 29, 2024, respectively.

The maximum amount of potential future payments under the potential contingent lease liability was $ 2.8 million and $ 3.0 million as of April 19, 2026 and December 28, 2025, 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.

4 unchanged sentences

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 its Company-owned locations as well as earn royalties and fees from franchise restaurants.

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, which can be found in the filing of the Annual Report on Form 10-K for the fiscal year ended December 28, 2025.

3 unchanged sentences

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

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

Subsequent Events

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

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

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

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

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

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

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

As Red Robin operated in one reportable operating segment, all required financial segment information is included in the Condensed Consolidated Financial Statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements