What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-12 compared with 2026-05-19 · 141 added, 102 removed, 313 unchanged (44% of the section changed)

7 unchanged sentences

strategies with respect to financial flexibility and potential capital raising transactions;

our refranchising transactions and initiatives;

our refinancing efforts;

40 unchanged sentences

Management's Discussion and Analysis of Financial Condition and Results of Operations provides a narrative of our financial performance and condition that should be read in conjunction with the accompanying Condensed Consolidated Financial Statements.

References to the first quarter of fiscal 2026 and fiscal 2025 refer to the sixteen weeks ended April 19, 2026 and April 20, 2025, respectively.

References to the second quarter of fiscal 2026 and fiscal 2025 refer to the twelve weeks ended July 12, 2026 and July 13, 2025, respectively.

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 with 465 locations in North America.

As of April 19, 2026, the Company operated 379 Company-owned restaurants located in 39 states.

The Company also had 90 franchised restaurants in 13 states and one Canadian province as of April 19, 2026.

As of July 12, 2026, the Company operated 375 Company-owned restaurants located in 39 states.

The Company also had 90 franchised restaurants in 13 states and one Canadian province as of July 12, 2026.

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

1 unchanged sentence

We also earn revenue from royalties and fees from franchised restaurants.

Highlights for the Fiscal First Quarter of 2026, Compared to the Fiscal First Quarter of 2025:

Results for the Fiscal Second Quarter of 2026, Compared to the Fiscal Second Quarter of 2025:

• Total revenues were $277.6 million, a decrease of $6.1 million.

• Comparable restaurant revenue (1) decreased 0.6%, excluding the impact of deferred loyalty revenue.

• Net loss was $2.2 million, compared to net income of $1.2 million last year, a $3.4 million decrease.

• Comparable restaurant revenue (1) increased 1.3%, excluding the impact of deferred loyalty revenue.

• Net income was $0.4 million, compared to net income of $4.0 million last year, a $3.6 million decrease.

• Adjusted EBITDA (2) was $18.9 million compared to $22.4 million last year, a 16% decrease.

Results for the Year to Date Period of Fiscal 2026, Compared to the Year to Date Period of Fiscal 2025:

• Total revenues were $655.9 million, a decrease of $20.2 million.

• Comparable restaurant revenue (1) increased 0.2%, excluding the impact of deferred loyalty revenue.

• Net loss was $1.8 million, compared to net income of $5.2 million last year, a $7.0 million decrease.

• Adjusted EBITDA (2) was $46.2 million compared to $50.3 million last year, an 8% decrease.

(1) Comparable restaurant revenue represents revenue from Company-owned restaurants that have operated for at least 18 months as of the beginning of the period presented, excluding the impact of deferred loyalty revenue.

4 unchanged sentences

Restaurant revenue, compared to the same quarter in the prior year, is presented in the table below:

(Dollars in millions) Sixteen Weeks Ended

Restaurant revenue for the period ended April 20, 2025

(Dollars in millions) Twelve Weeks Ended Twenty-Eight Weeks Ended

Restaurant revenue for the period ended July 13, 2025

$ 279.3 $ 665.1

Change in comparable restaurant revenue

1 unchanged sentence

Change in deferred loyalty revenue

Restaurant revenue for the period ended April 19, 2026

$ (6.7) (21.4)

Restaurant revenue for the period ended July 12, 2026

$ 272.6 $ 643.7

Restaurant Data

The following table details restaurant unit data for our Company-owned and franchised locations for the periods presented:

Sixteen Weeks Ended

April 19, 2026 April 20, 2025

Twelve Weeks Ended Twenty-Eight Weeks Ended

July 12, 2026 July 13, 2025 July 12, 2026 July 13, 2025

Company-owned:

Beginning of period 379 401 385 407

(4) (4) (10) (10)

End of period 375 397 375 397

2 unchanged sentences

Total number of restaurants, end of period

The following table presents total Company-owned and franchised restaurants by state or province as of April 19, 2026:

465 487 465 487

The following table presents total Company-owned and franchised restaurants by state or province as of July 12, 2026:

Company-Owned Restaurants Franchised Restaurants

16 unchanged sentences

Our operating results may fluctuate significantly as a result of a variety of factors, and operating results for any period presented are not necessarily indicative of results for a full fiscal year.

Sixteen Weeks Ended

April 19, 2026 April 20, 2025

Twelve Weeks Ended Twenty-Eight Weeks Ended

July 12, 2026 July 13, 2025 July 12, 2026 July 13, 2025

Restaurant revenue 98.2 % 98.5 % 98.1 % 98.4 %

22 unchanged sentences

(1) Expressed as a percentage of restaurant revenue.

Sixteen Weeks Ended

Twelve Weeks Ended Twenty-Eight Weeks Ended

(Dollars in thousands, excluding average weekly net sales)

April 19, 2026 April 20, 2025 Percent Change

July 12, 2026 July 13, 2025 Percent Change July 12, 2026 July 13, 2025 Percent Change

Restaurant revenue $ 272,620 $ 279,305 (2.4) % $ 643,720 $ 665,115 (3.2) %

5 unchanged sentences

Total operating weeks 4,520 4,764 (5.1) % 10,633 11,281 (5.7) %

(1) Average weekly net sales volumes represents the total restaurant revenue for all Company-owned Red Robin restaurants for each time period presented, divided by the number of operating weeks in the period.

Restaurant revenue, which was comprised primarily of food and beverage sales, decreased $14.7 million, or 3.8%, in the first quarter of fiscal 2026, as compared to the comparable period of fiscal 2025.

Comparable restaurant revenue decreased $2.1 million, or 0.6%, inclusive of a 1.6% decrease in guest count, offset in part by a 1.0% increase in average guest check.

The non-comparable portion of the decrease in restaurant revenue was $13.4 million, due to the closure of 22 locations since the first quarter of fiscal 2025.

The impact of deferred loyalty revenue was an increase of $0.8 million due to increased loyalty program usage.

(1) Average weekly net sales volumes represent the total restaurant revenue for all Company-owned Red Robin restaurants for each time period presented, divided by the number of operating weeks in the period.

Restaurant revenue, which was comprised primarily of food and beverage sales, decreased $6.7 million, or 2.4%, in the second quarter of fiscal 2026, as compared to the comparable period of fiscal 2025.

Comparable restaurant revenue increased $3.6 million, or 1.3%, inclusive of a 0.2% decrease in guest count, offset in part by a 1.5% increase in average guest check.

The non-comparable portion of the decrease in restaurant revenue was $9.8 million, due to the closure of 22 locations since the second quarter of fiscal 2025.

The impact of deferred loyalty revenue was a decrease of $0.5 million.

Restaurant revenue decreased $21.4 million, or 3.2%, in the year to date period of fiscal 2026, as compared to the comparable period of fiscal 2025.

Comparable restaurant revenue increased $1.6 million, or 0.2%, inclusive of a 1.0% decrease in guest count, offset by a 1.2% increase in average guest check.

The non-comparable portion of the decrease in restaurant revenue was $23.2 million, due to the closure of 22 locations since the second quarter of fiscal 2025.

The impact of deferred loyalty revenue was an increase of $0.2 million.

Franchise revenue primarily included royalty income and advertising fund contributions.

Franchise revenue increased by $0.4 million, or 9.9%, in the first quarter of fiscal 2026 compared to the same period of fiscal 2025, primarily due to an increase in the franchisee contribution rate for marketing programs.

Franchise restaurants reported an increase of 2.4% in comparable restaurant revenue in the first quarter of fiscal 2026 compared to the same period in fiscal 2025.

Other revenue increased $0.2 million in the first quarter of fiscal 2026 compared to the same period of fiscal 2025.

The increase was primarily related to higher gift card breakage in the current year.

Franchise revenue increased by $0.5 million, or 14.2%, in the second quarter of fiscal 2026 compared to the same period of fiscal 2025, primarily due to an increase in the franchisee contribution rate for marketing programs.

Franchise restaurants reported an increase in comparable restaurant revenue in the second quarter of fiscal 2026 compared to the same period in fiscal 2025.

Franchise revenue increased by $0.9 million, or 11.7%, in the year to date period of fiscal 2026 compared to the year to date period of fiscal 2025, primarily due to an increase in the franchisee contribution rate for marketing programs.

Franchise restaurants reported an increase in comparable restaurant revenue in the year to date of fiscal 2026 compared to the same period in fiscal 2025.

Other revenue increased $0.2 million and $0.3 million in the second quarter and in the year to date period, respectively, of fiscal 2026 compared to the same periods of fiscal 2025.

The increase for both periods was primarily related to higher gift card breakage in the current year.

Cost of Sales

Sixteen Weeks Ended

(In thousands, except percentages) April 19, 2026 April 20, 2025 Percent Change

Twelve Weeks Ended Twenty-Eight Weeks Ended

(In thousands, except percentages) July 12, 2026 July 13, 2025 Percent Change July 12, 2026 July 13, 2025 Percent Change

Cost of sales $ 64,086 $ 65,159 (1.6) % $ 150,686 $ 153,186 (1.6) %

1 unchanged sentence

Cost of sales, which was comprised of food and beverage costs, was variable and generally fluctuated with sales volume.

Cost of sales as a percentage of restaurant revenue increased 50 basis points in the first quarter of fiscal 2026 as compared to the comparable period in fiscal 2025.

The increase was primarily driven by an increase in commodity prices in the current year and was partially offset by higher average guest check.

Sixteen Weeks Ended

(In thousands, except percentages) April 19, 2026 April 20, 2025 Percent Change

Cost of sales as a percentage of restaurant revenue increased 20 basis points in the second quarter of fiscal 2026 as compared to the corresponding period of fiscal 2025.

The increase was primarily driven by commodity price inflation, partially offset by menu pricing, supply chain cost savings, and timing of vendor contributions to support our annual Partner recognition events, which are recorded as a reduction to cost of sales.

Cost of sales as a percentage of restaurant revenue increased 40 basis points in the year to date period of fiscal 2026 as compared to the year to date period of fiscal 2025.

The increase was primarily driven by commodity price inflation, partially offset by menu pricing and supply chain cost savings.

Twelve Weeks Ended Twenty-Eight Weeks Ended

(In thousands, except percentages) July 12, 2026 July 13, 2025 Percent Change July 12, 2026 July 13, 2025 Percent Change

Labor $ 96,972 $ 99,709 (2.7) % $ 229,365 $ 242,767 (5.5) %

1 unchanged sentence

Labor costs included restaurant-level hourly wages and management salaries as well as related taxes and benefits.

Labor as a percentage of restaurant revenue decreased 140 basis points in the first quarter of fiscal 2026 compared to the same period in fiscal 2025.

The decrease was primarily driven by ongoing efforts to increase hourly and management labor efficiency, benefit from menu price increases, and reduced group health insurance claims, partially offset by wage inflation and deleverage from reduced guest counts.

Labor as a percentage of restaurant revenue decreased ten basis points in the second quarter of fiscal 2026 compared to the same period in fiscal 2025.

The decrease was primarily driven by improved hourly labor efficiency and the increase in average guest check, partially offset by wage inflation.

Labor as a percentage of restaurant revenue decreased 90 basis points in the year to date period of fiscal 2026 compared to the year to date period of fiscal 2025.

The decrease was primarily driven by improved hourly and management labor efficiency and the increase in average guest check, partially offset by wage inflation and deleverage from reduced guest counts.

Other Operating

Sixteen Weeks Ended

(In thousands, except percentages) April 19, 2026 April 20, 2025 Percent Change

Twelve Weeks Ended Twenty-Eight Weeks Ended

(In thousands, except percentages) July 12, 2026 July 13, 2025 Percent Change July 12, 2026 July 13, 2025 Percent Change

Other operating $ 48,403 $ 49,600 (2.4) % $ 114,107 $ 117,132 (2.6) %

1 unchanged sentence

Other operating costs included costs such as repair and maintenance costs, restaurant supplies, utilities, restaurant technology, and other miscellaneous costs.

Other operating costs as a percentage of restaurant revenue increased 20 basis points in the first quarter of fiscal 2026 compared to the same period in fiscal 2025 .

The increase was primarily driven by higher restaurant supplies costs.

Sixteen Weeks Ended

(In thousands, except percentages) April 19, 2026 April 20, 2025 Percent Change

Other operating costs as a percentage of restaurant revenue remained flat in the second quarter of fiscal 2026 compared to the same period in fiscal 2025.

This was primarily driven by an increase in average guest check, offset by higher restaurant supplies costs and increased utilities costs.

Other operating costs as a percentage of restaurant revenue increased ten basis points in the year to date period of fiscal 2026 compared to the same period in fiscal 2025.

The increase was primarily driven by higher restaurant supplies costs, increased utilities costs, and higher third-party commission expenses, partially offset by an increase in average guest check and cost savings initiatives.

Twelve Weeks Ended Twenty-Eight Weeks Ended

(In thousands, except percentages) July 12, 2026 July 13, 2025 Percent Change July 12, 2026 July 13, 2025 Percent Change

Occupancy $ 23,077 $ 24,329 (5.1) % $ 54,723 $ 56,526 (3.2) %

1 unchanged sentence

Occupancy costs included fixed rents, property taxes, common area maintenance charges, general liability insurance, contingent rents, and other property costs.

Occupancy costs as a percentage of restaurant revenue in the first quarter of fiscal 2026 increased 20 basis points compared to the same period in fiscal 2025.

The increase was primarily due to an increase in general liability insurance claims activity, offset in part by reduced rent associated with the closure of 22 locations since the first quarter of fiscal 2025.

Occupancy costs as a percentage of restaurant revenue in the second quarter of fiscal 2026 decreased 20 basis points compared to the same period in fiscal 2025.

The decrease was primarily driven by reduced rent associated with the closure of 22 locations since the second quarter of fiscal 2025 and an increase in average guest check, offset by higher general liability insurance claim activity.

Occupancy costs as a percentage of restaurant revenue in the year to date period of fiscal 2026 remained flat compared to the same period in fiscal 2025.

This was primarily driven by reduced rent associated with the closure of 22 locations since the year to date period of fiscal 2025 and an increase in average guest check, offset by higher general liability insurance claims activity.

Depreciation and Amortization

Sixteen Weeks Ended

(In thousands, except percentages) April 19, 2026 April 20, 2025 Percent Change

Twelve Weeks Ended Twenty-Eight Weeks Ended

(In thousands, except percentages) July 12, 2026 July 13, 2025 Percent Change July 12, 2026 July 13, 2025 Percent Change

Depreciation and amortization $ 9,747 $ 11,579 (15.8) % $ 25,010 $ 27,013 (7.4) %

1 unchanged sentence

Depreciation and amortization included depreciation on capital expenditures for restaurants and corporate assets as well as amortization of reacquired franchise rights, leasehold interests, and certain liquor licenses.

In the first quarter of fiscal 2026, depreciation and amortization expense as a percen tage of revenue increased 10 basis points compared to the comparable period in fiscal 2025.

The increase was primarily due to decreased revenues from restaurant closures.

D epreciation and amortization expense as a percen tage of revenue decreased 60 basis points and 20 basis points in the second quarter and year to date periods of fiscal 2026, respectively, compared to the corresponding periods in fiscal 2025.

The decrease was primarily driven by the suspension of depreciation on assets classified as held for sale, as well as restaurant closures and asset impairments.

General and Administrative Expenses

Sixteen Weeks Ended

(In thousands, except percentages) April 19, 2026 April 20, 2025 Percent Change

Twelve Weeks Ended Twenty-Eight Weeks Ended

(In thousands, except percentages) July 12, 2026 July 13, 2025 Percent Change July 12, 2026 July 13, 2025 Percent Change

General and administrative

3 unchanged sentences

Components of this category include restaurant support center, regional, and franchise support salaries and benefits, travel and meetings, professional and consulting fees, corporate information systems, legal expenses, and office rent.

General and administrative costs in the first quarter of fiscal 2026 were $23.1 million, a decrease of $3.9 million compared to the comparable period in fiscal 2025.

The decrease was primarily related to a reduction in team member costs associated with lower headcount and timing of corporate events.

General and administrative costs in the second quarter of fiscal 2026 were $17.6 million, an increase of $0.2 million compared to the comparable period in fiscal 2025.

The increase was primarily driven by liability classified award stock-based compensation expense and the timing of corporate events, partially offset by a reduction in team member costs associated with lower headcount.

General and administrative costs in the year to date period of fiscal 2026 were $40.7 million, a decrease of $3.7 million compared to the comparable period in fiscal 2025.

The decrease was primarily driven by a reduction in corporate expenses and a reduction in team member costs associated with lower headcount.

Selling Expenses

Sixteen Weeks Ended

(In thousands, except percentages) April 19, 2026 April 20, 2025 Percent Change

Twelve Weeks Ended Twenty-Eight Weeks Ended

(In thousands, except percentages) July 12, 2026 July 13, 2025 Percent Change July 12, 2026 July 13, 2025 Percent Change

$ 10,366 $ 6,350 63.2 % $ 23,613 $ 15,726 50.2 %

1 unchanged sentence

Selling costs were comprised of all marketing and advertising costs.

Selling costs in the first quarter of fiscal 2026 were $13.2 million, an increase of $3.9 million compared to the comparable period in fiscal 2025.

The increase was primarily driven by paid media spend in the current fiscal quarter as we continue to support our ongoing marketing strategy.

Selling costs in the second quarter and year to date periods of fiscal 2026 were $10.4 million and $23.6 million, respectively, representing an increase of $4.0 million and $7.9 million compared to the corresponding periods in fiscal 2025.

The increase in both periods was primarily driven by paid media spend in the current fiscal quarter as we continue to support our ongoing marketing strategy, partially offset by lower production costs.

Other (Gains) Charges, net

Sixteen Weeks Ended

Twelve Weeks Ended Twenty-Eight Weeks Ended

(In thousands)

April 19, 2026 April 20, 2025

July 12, 2026 July 13, 2025 July 12, 2026 July 13, 2025

Asset impairment and restaurant closure costs, net $ 641 $ (1,615) $ 2,394 $ (1,405)

Gain on sale of restaurant property

(900) — (900) (1,137)

Severance and executive transition

1,112 459 1,182 1,339

Litigation contingencies 33 11 120 23

Asset disposal and other, net

233 889 3,153 1,600

Other (gains) charges, net $ 1,119 $ (256) $ 5,949 $ 420

During the first quarter of fiscal 2026, the Company closed six locations and is continuing to evaluate alternatives for our remaining underperforming restaurant locations, including closure upon expiration of the current lease term.

The Company recognized non-cash impairment charges of $0.5 million, which were primarily associated with this review of underperforming locations.

During the first quarter of fiscal 2025, the Company closed six underperforming locations and recognized no impairment.

For further information on other (gains) charges line items, refer to Note 6.

2 unchanged sentences

Interest Expense

Interest expense for the first quarter of fiscal 2026 and fiscal 2025 was $7.8 million and $8.1 million, respectively.

The $0.3 million decrease was primarily due to less debt in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025, and partially due to a decrease in the weighted average effective interest rate to 13.4% in the first quarter of fiscal 2026 compared to 14.1% in the first quarter of fiscal 2025.

Average outstanding debt was $180.8 million and $187.7 million for the first quarter of fiscal 2026 and fiscal 2025, respectively.

Interest expense for the second quarter of fiscal 2026 and fiscal 2025 was $5.7 million and $5.8 million, respectively.

The $0.1 million decrease was primarily due to a decrease in the weighted-average effective interest rate to 13.5% in the second quarter of fiscal 2026 compared to 14.3% in the second quarter of fiscal 2025.

Average outstanding debt was $178.4 million and $176.2 million for the second quarter of fiscal 2026 and fiscal 2025, respectively.

Interest expense for the year to date period of fiscal 2026 and fiscal 2025 was $13.5 million and $13.9 million, respectively.

The $0.4 million decrease was primarily due to lower outstanding debt, which was $179.8 million in the year to date period of fiscal 2026 compared to $182.8 million in the year to date period of fiscal 2025.

Additionally, the weighted-average effective interest rate decreased to 13.5% in the year to date period of 2026 from 14.2% in the year to date period of fiscal 2025.

Income Tax (Benefit) Expense

The taxes recognized in the first quarter of fiscal 2026 and fiscal 2025 were immaterial as the Company has net operating losses and tax credits to reduce current taxes and a full valuation allowance against all deferred taxes, which collectively minimize the taxes paid and recognized.

The taxes recognized in the second quarter and year to date periods of fiscal 2026 and fiscal 2025 were immaterial as the Company has net operating losses and tax credits to reduce current taxes and a full valuation allowance against all deferred taxes, which collectively minimize the taxes paid and recognized.

Non-GAAP Financial Measures

13 unchanged sentences

Restaurant level operating profit as presented may not be comparable to other similarly titled measures of other companies in the Company's industry.

The following table reconciles income (loss) from operations to restaurant level operating profit in thousands and in percent of total revenue for the period presented:

Sixteen Weeks Ended

The following table reconciles income (loss) from operations to restaurant level operating profit in thousands and, except as noted, in percent of total revenue for the periods presented:

Twelve Weeks Ended Twenty-Eight Weeks Ended

(Dollars in thousands)

April 19, 2026 April 20, 2025

July 12, 2026 July 13, 2025 July 12, 2026 July 13, 2025

Income (loss) from operations $ 6,244 2.2% $ 9,815 3.5% $ 11,729 1.8% $ 18,877 2.8%

11 unchanged sentences

A summary view of restaurant level operating profit by financial statement line item and related restaurant level operating expenses as a percentage of restaurant revenue are presented in the tables below:

Sixteen Weeks Ended

Twelve Weeks Ended Twenty-Eight Weeks Ended

(Dollars in thousands)

April 19, 2026 April 20, 2025 Increase

July 12, 2026 July 13, 2025 Increase

Restaurant revenue $ 272,620 $ 279,305 (2.4) % $ 643,720 $ 665,115 (3.2) %

8 unchanged sentences

$ 40,082 $ 40,508 (1.1) % $ 94,839 $ 95,504 (0.7) %

Sixteen Weeks Ended

Twelve Weeks Ended Twenty-Eight Weeks Ended

(Dollars in thousands)

April 19, 2026 April 20, 2025 Increase (Decrease)

July 12, 2026 July 13, 2025 Increase (Decrease)

Restaurant revenue $ 272,620 $ 279,305 (2.4) % $ 643,720 $ 665,115 (3.2) %

Restaurant operating costs:

(Percentage of Restaurant Revenue) (Basis Points)

(Percentage of Restaurant Revenue) (Basis Points) (Percentage of Restaurant Revenue) (Basis

Cost of sales 23.5 % 23.3 % 20 23.4 % 23.0 % 40

10 unchanged sentences

Adjusted EBITDA is EBITDA, further adjusted to exclude the impact of non-operating items including changes in estimates, asset impairments, litigation contingencies, gains (losses) on debt extinguishment, restaurant and office closure costs, gains (losses) on restaurant sales, severance and executive transition costs, stock-based compensation expense and other non-cash or discrete items.

EBITDA and adjusted EBITDA are supplemental measures of our performance that we believe gives the reader additional insight into the ongoing operational results of the Company.

The following table reconciles net income (loss) to adjusted EBITDA in thousands for the period presented:

Sixteen Weeks Ended

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

EBITDA and adjusted EBITDA are supplemental measures of our performance that we believe give the reader additional insight into the ongoing operational results of the Company.

The following table reconciles net income (loss) to adjusted EBITDA in thousands for the periods presented:

Twelve Weeks Ended Twenty-Eight Weeks Ended

(Dollars in thousands) July 12, 2026 July 13, 2025 July 12, 2026 July 13, 2025

Net income (loss) as reported $ 386 $ 3,993 $ (1,792) $ 5,242

Interest expense, net (1)

5,644 5,721 13,348 13,685

Income tax (benefit) expense (9) (97) 20 (99)

12 unchanged sentences

(1) Interest expense, net was comprised of interest expense and interest income, the latter of which was included in interest (income) and other, net on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

(2) Consists of compensation expense associated with stock-based awards including phantom awards that may be settled in stock or cash at the Company’s option and stock appreciation rights, which are settled in cash.

(2) Consists of compensation expense associated with stock-based awards including phantom awards that may be settled in stock or cash at the Company’s option and SARs, which are settled in cash.

Adjusted Net Income (loss) Per Diluted Share

3 unchanged sentences

The following table reconciles net income (loss) per share - diluted to adjusted net income (loss) per share - diluted:

Sixteen Weeks Ended

Twelve Weeks Ended Twenty-Eight Weeks Ended

(Dollars and shares in thousands, except per share amounts)

April 19, 2026 April 20, 2025

July 12, 2026 July 13, 2025 July 12, 2026 July 13, 2025

Net income (loss) as reported $ 386 $ 3,993 $ (1,792) $ 5,242

1 unchanged sentence

Net income (loss) as reported $ 0.02 $ 0.21 $ (0.10) $ 0.28

$ (0.12) $ 0.07

Effect of dilutive securities excluded under GAAP (1)

Stock-based compensation expense (2)

0.09 0.08 0.17 0.22

Other (gains) charges, net:

10 unchanged sentences

Basic 18,727 17,799 18,380 17,655

Adjusted diluted (1)

21,870 18,925 21,679 18,598

(1) Consists of compensation expense associated with stock-based awards including phantom awards that may be settled in stock or cash at the Company’s option and stock appreciation rights, which are settled in cash.

(1) Dilutive securities were included in the computation of adjusted net income (loss) per share - diluted for the twenty-eight weeks ended July 12, 2026, because the Company reported an adjusted net income for the period.

This differs from the GAAP net income (loss) per share - diluted calculation seen on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as the Company reported a net loss for the twenty-eight weeks ended July 12, 2026.

(2) Consists of compensation expense associated with stock-based awards including phantom awards that may be settled in stock or cash at the Company’s option and SARs, which are settled in cash.

(3) Assumed a 26% income tax rate, representing a blended average of federal and state statutory rates.

(3) Dilutive securities were included in the computation of adjusted net income (loss) per share - diluted for the sixteen weeks ended April 19, 2026, because the Company reported an adjusted net income for the period.

Liquidity and Capital Resources

Cash and cash equivalents, and restricted cash increased $4.4 million to $33.9 million as of April 19, 2026, from $29.5 million at the beginning of the fiscal year.

As of April 19, 2026, the Company had approximately $40.8 million in liquidity, including cash and cash equivalents and $16.5 million available borrowing capacity under our credit facility.

Our primary sources of liquidity were cash flows generated from operating activities and availability under our revolving credit facility, as discussed further below.

Cash and cash equivalents, and restricted cash increased $3.0 million to $32.5 million as of July 12, 2026, from $29.5 million at the beginning of the fiscal year.

As of July 12, 2026, the Company had approximately $47.8 million in liquidity, including cash and cash equivalents and $25.0 million available borrowing capacity under our credit facility.

Our primary sources of liquidity were cash flows generated from operating activities, availability under our revolving credit facility, and proceeds from restaurant sales, as discussed further below.

Our main requirements for liquidity included operating expenses, capital expenditures for restaurant investment, investments in technology, and interest payments on our debt.

2 unchanged sentences

From time to time, the Company considers and evaluates financial and capital raising transactions related to its portfolio, including debt refinancing or new debt issuances, equity issuances, sales of owned properties and tactical refranchising, and other transactions.

During the second quarter of fiscal 2026, the Company entered into three asset purchase agreements to refranchise 116 Company-owned restaurants for aggregate consideration of approximately $96.0 million, subject to customary closing adjustments and conditions.

The transactions are expected to close during fiscal 2026.

Upon closing, the restaurants will continue operating as Red Robin restaurants under franchise agreements.

The Company expects to use the net proceeds primarily to repay outstanding borrowings under its Credit Facility and enhance financial flexibility.

We believe that our current cash and cash equivalents, our future cash flows generated from restaurant operations and gift card sales, and our borrowing capacity under the credit facility, will be sufficient to meet our anticipated working capital and capital expenditure needs for the next 12 months.

The table below summarizes our cash flows from operating, investing, and financing activities for each period presented (in thousands):

Sixteen Weeks Ended

April 19, 2026 April 20, 2025

Twenty-Eight Weeks Ended

July 12, 2026 July 13, 2025

Net cash provided by (used in) operating activities $ 14,501 $ 29,511

1 unchanged sentence

Net cash provided by (used in) financing activities (5,434) (22,987)

Effect of exchange rate changes on cash — 2

Net change in cash and cash equivalents, and restricted cash $ 2,985 $ (5,858)

4 unchanged sentences

Net cash flows used in investing activities was $6.1 million for the year to date period of fiscal 2026, as compared to net cash flows used in investing activities of $12.4 million for the comparable period in fiscal 2025.

The $0.3 million increase in cash flows used in investing activities is primarily due to the sale of restaurant property in the year to date period of fiscal 2025, partially offset by lower capital expenditures in fiscal 2026 compared to the year to date period of fiscal 2025.

The $6.3 million decrease in cash flows used in investing activities is primarily due to lower capital expenditures in fiscal 2026 compared to the year to date period of fiscal 2025.

The following table lists the components of our capital expenditures for the periods presented (in thousands):

Sixteen Weeks Ended

April 19, 2026 April 20, 2025

Twenty-Eight Weeks Ended

July 12, 2026 July 13, 2025

Restaurant improvement capital and other (1)

1 unchanged sentence

Technology, infrastructure, and other (2)

Restaurant refreshes and remodels 403 37

Total capital expenditures $ 11,506 $ 18,500

(1) Restaurant improvement capital and other consisted of capital equipment for our restaurants.

(2) Investment in technology, infrastructure and other consisted of capital costs related to restaurant technology assets, capital overhead, and other centrally developed assets.

(2) Technology, infrastructure and other consisted of capital costs related to restaurant technology assets, capital overhead, and other centrally developed assets.

Financing Cash Flows

Net cash flows provided by financing activities was $4.1 million for the year to date period of fiscal 2026, as compared to net cash flows used in financing activities of $19.3 million for the comparable period in fiscal 2025.

Cash flows provided by financing activities in the year to date period of fiscal 2026 primarily relate to the net borrowings of debt under our revolving credit facility.

Cash flows used in financing activities in the comparable period in fiscal 2025 primarily relate to the paydown of debt with cash flow from operations and the net proceeds from the sale of three restaurant locations.

Net cash flows used in financing activities was $5.4 million for the year to date period of fiscal 2026, as compared to net cash flows used in financing activities of $23.0 million for the comparable period in fiscal 2025.

Cash flows used in financing activities in the year to date period of fiscal 2026 primarily relate to the net repayments of debt under our revolving credit facility.

Cash flows used in financing activities in the comparable period in fiscal 2025 primarily relate to the net repayments of debt under our credit facility with cash flow from operations and the net proceeds from the sale of three restaurant locations.

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.

As of July 12, 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 July 12, 2026 and December 28, 2025, the Company had outstanding borrowings of $167.2 million and $170.2 million, respectively, inclusive of $0.0 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 July 12, 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.

As of April 19, 2026, the Company has fulfilled this obligation for the duration of the Credit Facility via previous principal payments.

The term loan requires quarterly principal payments in an aggregate annual amount equal to 1.0% of its original principal amount.

As of July 12, 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.

4 unchanged sentences

We are subject to a number of customary covenants under our Credit Facility, including limitations on additional borrowings, acquisitions, stock repurchases, sales of assets, and dividend payments, as well as a net total leverage ratio covenant.

As of April 19, 2026, we were in compliance with all debt covenants.

As of July 12, 2026, we were in compliance with all debt covenants.

Sale and Purchases of Equity Securities

4 unchanged sentences

Pursuant to the repurchase program, purchases may be made from time to time at the Company's discretion and the Company is not obligated to acquire any particular amount of common stock.

From the date of the current program approval through April 19, 2026, 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.

From the date of the current program approval through July 12, 2026, 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.

The Company completed no share repurchases during the periods presented.

Accordingly, as of April 19, 2026, we had $58.5 million of availability under the current share repurchase program.

Accordingly, as of July 12, 2026, we had $58.5 million of availability under the current share repurchase program.

Our Credit Agreement limits our ability to repurchase shares to certain conditions set forth by the lenders in the Credit Facility.

13 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis