Item 5. Other Information
ITEM 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the second quarter ended July 12, 2026, none of our directors or officers adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as such terms are defined under Item 408 of Regulation S-K.
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ITEM 6. Exhibits
Exhibit
Number Description
(3.1)
Restated Certificate of Incorporation of Red Robin Gourmet Burgers, Inc., dated as of May 28, 2015. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 29, 2015.
(3.2)
Fifth Amended and Restated Bylaws, dated March 20, 2023. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 24, 2023.
( 10 .1 )
Asset Purchase Agreement, dated as of May 27, 2026, by and between Red Robin International , Inc . and Evergreen Di ning LLC . Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on May 28, 2026 .
(10.2)
Asset Purchase Agreement, dated as of June 11, 2026, by and between Red Robin International, Inc. and Op Burgers, LLC. Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on June 15, 2026.
(10.3)
Asset Purchase Agreement, dated as of June 11, 2026, by and between Red Robin International, Inc. and Kuber Oregon, LLC and Kuber Washington, LLC. Incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed on June 15, 2026.
(10.4)*
Employment Agreement, dated April 29, 2026, by and between Red Robin Gourmet Burgers, Inc. and Mark Graff. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 30, 2026.
10.5*
Employment Agreement, dated June 1, 2026, by and between Red Robin Gourmet Burgers, Inc. and John McLaughlin.
31.1
Rule 13a-14(a) Certification of Chief Executive Officer
31.2
Rule 13a-14(a) Certification of Chief Financial Officer
32.1
Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
101 The following financial information from the Quarterly Report on Form 10-Q of Red Robin Gourmet Burgers, Inc. for the quarter ended July 12, 2026 formatted as Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of July 12, 2026 and December 28, 2025; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the twelve and twenty-eight weeks ended July 12, 2026 and July 13, 2025; (iii) Condensed Consolidated Statements of Stockholders' Equity (Deficit) for the twelve and twenty-eight weeks ended July 12, 2026 and July 13, 2025; (iv) Condensed Consolidated Statements of Cash Flows for the twenty-eight weeks ended July 12, 2026 and July 13, 2025; and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
( ) Exhibits previously filed in the Company's periodic filings as specifically noted.
* Executive compensation plans and arrangements.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RED ROBIN GOURMET BURGERS, INC.
(Registrant)
August 12, 2026 By:
/s/ Mark Graff
Date
Mark Graff
Chief Financial Officer and Principal Accounting Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.