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What changed in RED ROBIN GOURMET BURGERS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of RED ROBIN GOURMET BURGERS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+334 added−343 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-26)

Top changes in RED ROBIN GOURMET BURGERS INC's 2025 10-K

334 paragraphs added · 343 removed · 215 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

58 edited+16 added−28 removed32 unchanged
Biggest changeWe firmly believe that this holistic approach positions us for growth in the dynamic landscape of our industry. 6 Table of Contents Executive Officers The following table sets forth information about our current executive officers: Name Age Position G. J.
Biggest changeWe firmly believe that this strategic approach positions us for growth in the dynamic landscape of our industry. 6 Table of Contents Executive Officers The following table sets forth information about our current executive officers: Name Age Position David Pace 66 President, Chief Executive Officer, and Member of the Board of Directors Christopher Meyer 54 Interim Chief Financial Officer Sarah Mussetter 47 Chief Legal Officer and Secretary Humera Kassem 49 Chief People Officer Jesse Griffith 56 Chief Operations Officer David Pace has served as our President and Chief Executive Officer since April 2025 and as a director since August 2019.
We believe our price-to-value relationship, featuring our innovative array of quality burgers, "instaworthy" burgers and beverages, and over 30 bottomless items, differentiates us from our casual dining competitors and allows us to appeal to a broad base of middle income, multi-generational consumers.
We believe our price-to-value relationship, featuring our innovative array of quality, "instaworthy" burgers and beverages, and over 30 bottomless items, differentiates us from our casual dining competitors and allows us to appeal to a broad base of middle income, multi-generational consumers.
We monitor risks of sensitive information compromise at our business partners where relevant and reevaluate these risks on a periodic basis. We also perform annual and ongoing cybersecurity awareness training for our restaurant management and support center Team Members.
We monitor risks of sensitive information compromise at our business partners where relevant and reevaluate these risks on a periodic basis. We also perform annual and ongoing cybersecurity awareness training for our restaurant management and Restaurant Support Center team members.
The contents of the sustainability report, our SASB Restaurant Industry disclosures and our website are not incorporated by reference into this Form 10-K. We review our corporate responsibilities, at the stakeholder, Board, and management level and incorporate corporate responsibility initiatives into our strategic planning.
The contents of the sustainability report, our SASB Restaurant Industry disclosures and our website are not incorporated by reference into this Form 10-K. We review our corporate responsibilities, at the stakeholder, Board of Directors, and management level and incorporate corporate responsibility initiatives into our strategic planning.
We believe our Guest demographics, strong brand recognition, Gourmet Burger concept, family friendly atmosphere, attractive price-value relationship, and the quality of our food and service differentiate us from our casual dining competitors. Our competitors include well-established national chains that have more substantial marketing resources. We also compete with many other restaurant and retail establishments for Team Members.
We believe our guest demographics, strong brand recognition, gourmet burgers concept, family friendly atmosphere, attractive price-value relationship, and the quality of our food and service differentiate us from our casual dining competitors. Our competitors include well-established national chains that have more substantial marketing resources. We also compete with many other restaurant and retail establishments for team members.
We offer a selection of buns, including gluten free, sesame, brioche, and lettuce wraps, with a variety of toppings, including house-made sauces, crispy onion straws, sautéed mushrooms, several cheese choices, and a sunny-side up egg. All of our burgers are served with a choice from eight bottomless sides including steak fries, broccoli, garlic fries and more.
We offer a selection of buns, including gluten free, sesame, brioche, and lettuce wraps, with a variety of toppings, including house-made sauces, crispy onion straws, sautéed mushrooms, several cheese choices, and a sunny-side up egg. All of our burgers are served with a choice from nine bottomless sides including steak fries, broccoli, garlic fries and more.
Learning and Development We strive to maintain quality and consistency in each of our restaurants through the training and development of Team Members and the establishment of, and adherence to, high standards relating to Team Member performance, Guest satisfaction, food and beverage preparation, and the appearance of our restaurants.
Learning and Development We strive to maintain quality and consistency in each of our restaurants through the training and development of team members and the establishment of, and adherence to, high performance standards, guest satisfaction, food and beverage preparation, and the appearance of our restaurants.
We leverage our rewards to motivate our Team Members to do what is necessary in our mission to deliver a best-in-class Guest experience. For our operations leaders, beginning in fiscal 2024, we utilize a performance-based compensation program. Our individual restaurant managers and multi-restaurant operators are referred to as "Managing Partners" and "Market Partners," respectively (and collectively, "Partners").
We leverage our rewards to motivate our team members to do what is necessary in our mission to deliver a best-in-class guest experience. For our operations leaders, we utilize a performance-based compensation program. Our individual restaurant managers and multi-restaurant operators are referred to as "Managing Partners" and "Market Partners," respectively (and collectively, "Partners").
We nurture this by providing our Team Members with a clear understanding of what is expected, and our goal is that people love working for our brand. We strive to provide our people with a great place to 2 Table of Contents work, opportunities for growth, and competitive compensation for their contributions.
We nurture this by providing our team members with a clear understanding of what is expected, and our goal is that people love working for our brand. We strive to provide our people with a great place to work, opportunities for growth, and competitive compensation for their contributions.
Corporate Responsibility Red Robin is a company that cares; we strive to impact Guests, Team Members, communities, and our planet for the better. In fiscal 2024, we published our third sustainability report and Sustainability Accounting Standards Board (the "SASB") Restaurant Industry disclosures, which is available on our website at ir.redrobin.com.
Corporate Responsibility Red Robin is a company that cares; we strive to impact guests, team members, communities, and our planet for the better. In fiscal 2025, we published our fourth sustainability report and Sustainability Accounting Standards Board (the "SASB") Restaurant Industry disclosures, which is available on our website at ir.redrobin.com.
Restaurant Concept With our menu of Gourmet Burgers and American favorites, creative beverage menu, over 30 bottomless items, energetic atmosphere, and playful environment that connects families of all kinds, our brand not only carries great memories for our most loyal Guests but also appeals to a broad demographic.
Restaurant Concept With our menu of hand-pressed, craft burgers and American favorites, creative beverage menu, over 30 bottomless items, energetic atmosphere, and playful environment that connects families of all kinds, our brand not only carries great memories for our most loyal guests but also appeals to a broad demographic.
We specialize in customizing our menu items to meet our Guests' dietary needs and preferences and have received recognition from experts in the allergen community. In addition to burgers, which accounted for 56% of food sales in fiscal 2024, Red Robin serves an array of other mainstream favorites that appeal to our Guests.
We specialize in customizing our menu items to meet our guests' dietary needs and preferences and have received recognition from experts in the allergen community. In addition to burgers, which accounted for 54% of food sales in fiscal 2025, Red Robin serves an array of other mainstream favorites that appeal to our guests.
We strive to customize the pace of the experience for our Guests based on their occasion, from accommodating time-pressured meals to offering a place to relax and connect with family and friends.
We strive to customize the pace of the experience for our guests based on their occasion, from accommodating time-pressured meals to offering a place to relax and connect with family and friends. We call this the "gift of time".
This approach, culminating in a final skills certification, sets our new Team Members up for immediate success as they start their Red Robin career. Team Members seeking advancement have the opportunity to further their career as a Shift Supervisor through our Management training program.
This approach, culminating in a final skills certification, sets our 3 Table of Contents new team members up for immediate success as they start their Red Robin career. Team members seeking advancement have the opportunity to further their career as a Shift Supervisor through our Management training program.
Human Capital Management We strive to ensure our people, who we refer to as Team Members, demonstrate and benefit from our core values: Integrity, Fun, Unbridled Hospitality, and High Performance. We believe that when we exemplify these values, we win together! Winning together is our core objective.
Human Capital Management We strive to ensure our people, who we refer to as team members, demonstrate and benefit from our core values: Integrity, Fun, Unbridled Hospitality, and High Performance. We believe that when we exemplify these values, we win together! 2 Table of Contents Winning together is our core objective.
All SEC filings are also available at the SEC's website at www.sec.gov. Our website and the information contained on or connected to our website are not incorporated by reference herein, and our web address is included as an inactive textual reference only.
All SEC filings are also available at the SEC's website at www.sec.gov. Our website and the information contained on or connected to our website are not incorporated by reference herein, and our web address is included as an inactive textual reference only. 8 Table of Contents
Our approach encompasses a blend of highly targeted and efficient paid, owned, and earned media channels, including paid search, programmatic digital, social media, creators, reputation management, search engine optimization, social community management, loyalty programs, personalized email marketing, local restaurant marketing, public relations, and investor relations.
Our approach encompasses a blend of highly targeted and efficient paid, owned, and earned media channels, including paid search, programmatic digital media, social media, search engine optimization, influencer marketing, public relations and reputation management, social community management, loyalty programs, personalized email marketing, local restaurant marketing, and catering sales.
Of our total cost of goods in fiscal 2024, ground beef represented approximately 15%, potatoes represented approximately 13%, and poultry represented approximately 10%. We monitor the market for the primary commodities we purchase and extend contract positions when applicable in order to minimize the impact of fluctuations in price and availability.
Of our total cost of goods in fiscal 2025, ground beef represented approximately 18%, potatoes represented approximately 12%, and poultry represented approximately 10%. We monitor the market for the primary commodities we purchase and extend contract positions when applicable in order to minimize the impact of fluctuations in price and availability.
Leveraging our expansive Red Robin Royalty TM database, comprising approximately 14.9 million members, and our new Customer Data Platform (CDP), we gain valuable insights into Guest behavior, frequency, and purchase patterns and are able to deliver targeted offers to drive engagement.
Leveraging our expansive Red Robin Royalty TM database, comprising approximately 16.4 million members, and our Customer Data Platform ("CDP"), we gain valuable insights into guest behavior, frequency, and purchase patterns and are able to deliver targeted messaging and offers to drive engagement.
We call this the “gift of time.” Red Robin also has an extraordinary approach to Guest service, and we have cataloged thousands of stories of Red Robin Team Members who live our values. Many examples can be found on our website, www.redrobin.com .
Red Robin also has an extraordinary approach to guest service, and we have cataloged thousands of stories of Red Robin team members who live our values. Many examples can be found on our website, www.redrobin.com .
Central to our vision for future growth is a layered strategic approach that prioritizes increased engagement and visitation of our current Guests via the personalization and benefits of our loyalty program, as well as new Guest acquisition demonstrating the breadth and quality of our gourmet burgers and everyday value we provide across owned, earned, paid and local restaurant marketing efforts.
Central to our vision for future growth is a layered strategic approach that prioritizes increased engagement and visitation of our current guests via the personalization and benefits of our loyalty program, as well as new guest acquisition demonstrating the breadth and quality of our menu and everyday value we provide across all marketing efforts.
ITEM 1. Business Overview Red Robin Gourmet Burgers, Inc., together with its subsidiaries, primarily operates, franchises, and develops casual dining restaurants in North America famous for serving more than 20 craveable, high-quality burgers with Bottomless Steak Fries ® and sides in a fun environment welcoming to Guests of all ages.
Business Overview 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, primarily operates, franchises, and develops casual dining restaurants in North America famous for serving more than 20 craveable, high-quality burgers with Bottomless Steak Fries ® and sides in a fun environment welcoming to guests of all ages.
We continue to focus on hiring, training, and retaining our Team Members as we believe this is key to maintaining quality and consistency in each of our restaurants. New restaurant managers participate in our eight-week Management Foundations training program. This program hones each manager's skills, specifically in two areas: flawless shift execution and effective coaching of Team Members.
We continue to focus on hiring, training, and retaining our team members as we believe this is key to maintaining quality and consistency in each of our restaurants. New restaurant managers participate in our eight-week Management Foundations training program.
Our Food Safety Management Program is a set of systems designed to protect from risk and control hazards. We provide detailed specifications for our proprietary food ingredients, products, and supplies to our suppliers.
Food Safety and Purchasing Our food safety and quality assurance programs help manage our commitment to safe, quality ingredients and responsible food preparation and service. Our Food Safety Management Program is a set of systems designed to protect from risk and control hazards. We provide detailed specifications for our proprietary food ingredients, products, and supplies to our suppliers.
Our restaurant leaders must pass and maintain an accredited manager-level food safety and sanitation certification. We maintain strict food safety protocols, including safe cooking temperature requirements, food handling procedures, cooling procedures, and frequent temperature and quality checks, for the safety and quality of the food we serve in our restaurants.
We maintain strict food safety protocols, including safe cooking temperature requirements, food handling procedures, cooling procedures, and frequent temperature and quality checks, for the safety and quality of the food we serve in our restaurants.
In 2020, we announced our partnership with Donatos ® , a high-quality pizza brand "nested" inside of Red Robin restaurants. Through this partnership, our restaurants prepare and serve Donatos ® branded pizzas to our dine-in and off-premises Guests. Pursuant to a licensing arrangement, we pay royalties on sales of Donatos ® pizza products to Donatos ® .
Donatos ® In 2020, we launched our partnership with Donatos ® , a high-quality pizza brand "nested" inside a portion of Red Robin restaurants. Through this partnership, these restaurants prepare and serve Donatos ® branded pizzas to our dine-in and off-premises guests.
As part of our human capital management strategy, we focus on the following areas: Our Team Members As of December 29, 2024, we had 21,443 Team Members, consisting of 21,196 Team Members at Company-owned restaurants and 247 Restaurant Support Center Team Members.
As part of our human capital management strategy, we focus on the following areas: Our Team Members As of December 28, 2025, we had 18,852 team members, consisting of 18,647 team members at Company-owned restaurants and 205 Restaurant Support Center team members.
In addition, we compete to attract Guests for off-premises dining occasions, including online ordering, delivery, to-go, and catering. The number, size, and strength of competitors vary by region, concept, market, and even restaurant. We compete on the basis of taste, quality, price of food and related Guest value, Guest service, ambiance, location, and overall dining experience.
The number, size, and strength of competitors vary by region, concept, market, and even restaurant. We compete on the basis of taste, quality, price of food and related guest value, guest service, ambiance, location, and overall dining experience.
Unless otherwise provided in this Annual Report on Form 10-K, references to "Red Robin," "we," "us," "our", or the "Company" refer to Red Robin Gourmet Burgers, Inc. and our consolidated subsidiaries. As of the end of our fiscal year on December 29, 2024, there were 498 Red Robin restaurants, of which 407 were Company-owned and 91 were operated by franchisees.
Unless otherwise provided in this Annual Report on Form 10-K, references to "Red Robin," "we," "us," "our", or the "Company" refer to Red Robin Gourmet Burgers, Inc. and its consolidated subsidiaries. As of the end of our fiscal year on December 28, 2025, there were 475 Red Robin locations in North America.
We opened the first Red Robin ® restaurant in Seattle, Washington in September 1969. In 1979, the first franchised Red Robin restaurant was opened in Yakima, Washington. In 2001, we formed Red Robin Gourmet Burgers, Inc., a Delaware corporation, and consummated a reorganization of the company.
We opened the first Red Robin ® restaurant in Seattle, Washington in September 1969. In 1979, the first franchised Red Robin restaurant was opened in Yakima, Washington. In 2001, we formed Red Robin Gourmet Burgers, Inc. and consummated a reorganization of the Company. In 2002, we completed our initial public offering, listing on The Nasdaq Global Select Market.
Restaurant Management Our typical restaurant management team consists of a Managing Partner, an Assistant General Manager, and a Kitchen Manager. Depending on restaurant sales volume and other factors, we may also utilize Service Managers, Associate Managers, and/or Shift Supervisors. The restaurant management team is responsible for the day-to-day operations, operating results, and other matters including hiring, training, and staffing.
Restaurant Management Our typical restaurant management team consists of a Managing Partner, an Assistant General Manager, and a Kitchen Manager. Depending on restaurant sales volume and other factors, we may also utilize multi-unit Managing Partners, Service Managers, Associate Managers, and/or Shift Supervisors.
As of December 29, 2024, approximately 42% of our estimated annual food and beverage purchases were covered by fixed price contracts, most of which are scheduled to expire at various times through the end of fiscal 2025. Restaurant Development, Remodels, and Donatos ® We have prioritized investments to maintain our restaurants and technology infrastructure.
As of December 28, 2025, approximately 53% of our estimated annual food and beverage purchases were covered by fixed price contracts, most of which are scheduled to expire at various times through the end of fiscal 2026.
Competition The restaurant industry is highly competitive, and our Guests may choose to purchase food at supermarkets or other food retailers. Although, for some occasions, we compete against other segments of the restaurant industry, including quick-service and fast-casual restaurants, our primary competition is with other sit-down, casual dining restaurants within the full-service dining segment.
Although, for some occasions, we compete against other segments of the restaurant industry, including quick-service and fast-casual restaurants, our primary competition is with other sit-down, casual dining restaurants within the full-service dining segment. In addition, we compete to attract guests for off-premises dining occasions, including online ordering, delivery, to-go, and catering.
In addition, our systems undergo annual 5 Table of Contents assessment to ensure certain levels of system security and procedures are in place to protect our Guests' credit card and other personal information in accordance with Payment Card Industry (PCI) guidelines.
In addition, our systems undergo an annual assessment to ensure certain levels of system security and procedures are in place to protect our guests' credit card and other personal information in accordance with Payment Card Industry ("PCI") guidelines. 5 Table of Contents We engage external security assessors and consultants to review and advise us on our other data security practices with respect to protection of other sensitive personal information that we obtain from guests and team members.
We expect our restaurant management teams to provide leadership at the restaurant as if the management team was the “owner” of the restaurant including localized decision-making with support of multi-unit field operations leaders when appropriate.
We believe that a full complement of restaurant managers rationalized for restaurant sales volume and other factors is important to successful restaurant operations. We expect our restaurant management teams to provide leadership at the restaurant as if the management team was the "owner" of the restaurant including localized decision-making with support of multi-unit field operations leaders when appropriate.
Our franchisees are independent organizations to whom we provide certain support. See "Restaurant Franchise and Licensing Arrangements" for additional information about our franchise program. As of December 29, 2024, there were Red Robin restaurants in 39 states and one Canadian province. The Company operates its business as one (1) operating and one (1) reportable segment.
As of December 28, 2025, the Company owned 385 restaurants located in 39 states, and had 90 franchised restaurants in 13 states and one Canadian province. Our franchisees are independent organizations to whom we provide certain support. See "Restaurant Franchise and Licensing Arrangements" for additional information about our franchise program.
Pursuant to our licensing arrangement with Donatos®, we license the right to use the Donatos® trademark. 7 Table of Contents In order to better protect our brand, we have also registered the Internet domain name www.redrobin.com.
We have registered these marks, among others, with the United States Patent and Trademark Office, and we have registered various trademarks in certain other international jurisdictions. Pursuant to our licensing arrangement with Donatos®, we license the right to use the Donatos® trademark. In order to better protect our brand, we have also registered the Internet domain name www.redrobin.com.
Our values empower and motivate our Team Members and create a Company culture that we collectively take pride in every day. We also provide our Team Members the opportunity to grow and develop, promote health and safety, and value inclusion, belonging, and engagement.
Our values empower and motivate our team members and create a Company culture that we collectively take pride in every day.
Continuous performance monitoring relative to industry peers, coupled with testing potential business drivers among current and potential Guests, promotes our adaptability and responsiveness to market dynamics.
Additionally, we utilize guest surveys and satisfaction tools to gather feedback to identify areas for improvement, enhance restaurant performance and track progress. Continuous performance monitoring relative to industry peers, coupled with testing potential business drivers among current and potential guests, promotes our adaptability and responsiveness to market dynamics.
Our fiscal years, fiscal year end dates, and the number of weeks in each period are summarized in the table below: Fiscal Year Year End Date Number of Weeks in Fiscal Year Current and Prior Fiscal Years: 2024 December 29, 2024 52 2023 December 31, 2023 53 2022 December 25, 2022 52 Upcoming Fiscal Years: 2025 December 28, 2025 52 2026 December 27, 2026 52 Business Strategy In January of 2023, the Company released its North Star five-point plan designed to enhance the Company's competitive positioning.
Our fiscal years, fiscal year end dates, and the number of weeks in each period are summarized in the table below: 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 Business Strategy In July of 2025, the Company released its First Choice strategic plan, which is designed to drive long-term stockholder value and make Red Robin the "first choice" for guests, team members, and investors.
Financial information for our operating segment is included in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. The Company's fiscal year is 52 or 53 weeks ending the last Sunday of the calendar year.
The Company operates its business as one operating and one reportable segment. Financial information for our operating segment is included in the Notes to the Consolidated Financial Statements in Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
Wilson served as Division CFO and Vice President of Finance at Bloomin’ Brands. Sarah Mussetter. Ms. Mussetter joined Red Robin as Chief Legal Officer and Secretary in December 2022. She previously held the roles of Associate General Counsel and Vice President, Deputy General Counsel for the Company from 2011 to 2021. Prior to joining the Company Ms.
Sarah Mussetter has served as our Chief Legal Officer and Secretary since December 2022. She previously held the roles of Associate General Counsel and Vice President, Deputy General Counsel for the Company from 2011 to 2021. Prior to joining the Company, Ms. Mussetter worked for the law firm of Holme Roberts & Owen LLP (now Bryan Cave Leighton Paisner LLP).
We refer to our fiscal years as 2024, 2023, and 2022 throughout this Annual Report on Form 10-K.
The Company's fiscal year is 52 or 53 weeks ending the last Sunday of the calendar year. We refer to our fiscal years as 2025, 2024, and 2023 throughout this Annual Report on Form 10-K.
We utilize the surveys to gather insights from our Team Member population and create action plans from this data to continue to enhance our workplace. We also offer the use of this survey tool to gain feedback when key events occur, so we can quickly respond to suggestions and concerns when they arise.
We also offer the use of this survey tool to gain feedback when key events occur, so we can quickly respond to suggestions and concerns when they arise. We believe this tool provides us with key insights into what team members need from the Company, assisting with retention and contributing to our positive workplace culture.
As a result, our quarterly operating results may fluctuate significantly as a result of seasonality, and seasonality of sales may shift over time. Accordingly, results for any one quarter or year are not necessarily indicative of results to be expected for any other quarter or for any year.
As a result, our quarterly operating results may fluctuate significantly as a result of seasonality, and seasonality of sales may shift over time.
Franchise Compliance Assurance We actively work with and monitor our franchisees' performance to help them develop and operate their restaurants in compliance with Red Robin's standards, systems, and procedures. During the restaurant development phase, we review the franchisee's site selection and provide the franchisee with our prototype building plans.
Franchise Compliance Assurance We actively work with and monitor our franchisees' performance to help them develop and operate their restaurants in compliance with Red Robin's standards, systems, and procedures. We may provide advice to franchisees on menu items, training, and equipment and food purchases.
We welcome open, candid feedback to promote Team Members feeling heard and engaged and to better support the experience of our Team Members. We accomplish this through a variety of programs and forums, including Team Member engagement surveys, one-on-one coaching, Town Hall meetings, leadership conferences, and onboarding and exit interviews.
We accomplish this through a variety of programs and forums, including team member engagement surveys, one-on-one coaching, Town Hall meetings, leadership conferences, and onboarding and exit surveys. In addition to these structured programs and forums, we maintain an open-door policy at all levels of the Company.
These learning and development practices at the restaurants support our talent pipeline to develop and promote our restaurant management Team Members from within. Team Member Engagement We regularly collect feedback to better understand and improve Team Member experience and identify opportunities to strengthen our culture.
Team Member Engagement We regularly collect feedback to better understand and improve team member experience and identify opportunities to strengthen our culture. We welcome open, candid feedback to promote team members feeling heard and engaged and to better support the experience of our team members.
For example, we expect restaurant management teams to engage in meaningful activities at the local level. 3 Table of Contents The compensation plan for restaurant management teams is currently linked to restaurant-level operating profit in the form of a monthly bonus.
For example, we expect restaurant management teams to engage in meaningful activities at the local level.
Our digital footprint extends across platforms such as RedRobin.com, our mobile application, and a dedicated catering site. Funding for these initiatives is primarily derived from cooperative creative development efforts and national marketing funds. Beginning in 2023, we initiated a strategic realignment, optimizing the allocation of resources across paid and earned media, and local marketing endeavors.
Our digital footprint extends across platforms such as RedRobin.com, our mobile application, social media pages, and availability on select third-party delivery platforms. Funding for these marketing initiatives is primarily derived from cooperative creative development efforts and national marketing funds.
In addition, we use an Operations dashboard that integrates data from our centralized systems and distributes information to assist in managing the performance of our restaurants. We believe these combined tools are important in analyzing and improving our operations, profit margins, and monitoring other key business metrics.
We utilize centralized financial, accounting, and human resource management systems to support our Restaurant Support Center and Company-owned restaurants. In addition, we use an operations dashboard that integrates data from our centralized systems and distributes information to assist in managing the performance of our restaurants.
These technologies include (but are not limited to) food waste and labor management systems, sales and forecasting tools, inventory management, and operational execution technologies. These technologies are integrated with our point-of-sale system to provide daily, weekly, and period-to-date reporting that is important for our Operators to run an efficient and high-performing restaurant.
These technologies are integrated with our point-of-sale system to provide daily, weekly, and period-to-date reporting that is important for our operators to run an efficient and high-performing restaurant. We also engage with our guests through various digital platforms, such as our website, mobile apps, loyalty program, online ordering, and guest feedback surveys.
Mussetter worked for the law firm of Holme Roberts & Owen LLP (now Bryan Cave Leighton Paisner LLP). Most recently, Ms. Mussetter was SVP Deputy General Counsel for Skillsoft Corp from September 2021 to December 2022. Meghan Spuler. Ms. Spuler joined Red Robin as Chief People Officer in December 2023.
Most recently, Ms. Mussetter was SVP Deputy General Counsel for Skillsoft Corp from September 2021 to December 2022. Humera Kassem has served as our Chief People Officer since September 2025. Prior to joining the Company, she served as Chief People Officer of Dave & Buster's from December 2023 to September 2025.
Our typical restaurant employs 40 to 70 Team Members, most of whom work part-time on an hourly basis. We believe that a full complement of restaurant managers rationalized for restaurant sales volume and other factors is important to successful restaurant operations.
The restaurant management team is responsible for the day-to-day operations, operating results, and other matters including hiring, training, and staffing. Our typical restaurant employs 35 to 60 team members, most of whom work part-time on an hourly basis.
Information Systems and Digital Technology We leverage information systems and digital technology to deliver seamless Guest experience and empower our operations team to fulfill our brand commitments. In our restaurants, these technologies are designed to facilitate operational efficiency and support the Guest experience.
In our restaurants, these technologies are designed to facilitate operational efficiency and support the guest experience. These technologies include food waste and labor management systems, sales and forecasting tools, inventory management, and operational execution technologies.
Intellectual Property We have a number of registered trademarks and service marks, including the Red Robin®, Red Robin Gourmet Burgers®, "YUMMM®", Red Robin Gourmet Burgers + Brews®, and Red Robin Royalty® and logos. We have registered these marks, among others, with the United States Patent and Trademark Office, and we have registered various trademarks in certain other international jurisdictions.
Accordingly, results for any one quarter or year are not necessarily indicative of results to be expected for any other quarter or for any year. 7 Table of Contents Intellectual Property We have a number of registered trademarks and service marks, including the Red Robin®, Red Robin Gourmet Burgers®, YUMMM®, Red Robin Gourmet Burgers + Brews®, and Red Robin Royalty® and logos.
We provide trainers to assist the franchisee in opening the restaurant for business. We advise the franchisee on all menu items, management training, and equipment and food purchases. We also exchange best operating practices with our franchisees as we strive to improve our operating systems while attaining a high level of franchisee participation.
We also exchange best operating practices with our franchisees as we strive to improve our operating systems while attaining a high level of franchisee participation. Information Systems and Digital Technology We leverage information systems and digital technology to deliver seamless guest experience and empower our operations team to fulfill our brand commitments.
As of December 29, 2024, we have introduced Donatos ® pizzas to 269 restaurants. Restaurant Franchise and Licensing Arrangements As of December 29, 2024, our franchisees operated 91 restaurants in 13 states and British Columbia, Canada. Our two largest franchisees own 42 restaurants located in Eastern and Central Pennsylvania, Michigan and Ohio.
Pursuant to a licensing arrangement, we pay royalties on sales of Donatos ® pizza products to Donatos ® . As of December 28, 2025, we offer Donatos pizza at 260 restaurants. Restaurant Franchise and Licensing Arrangements As of December 28, 2025, our franchisees operated 90 restaurants in 13 states and British Columbia, Canada.
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Since that time, Red Robin Gourmet Burgers, Inc. has owned, either directly or indirectly, all of the outstanding capital stock or membership interests, respectively, of Red Robin International, Inc. and our other operating subsidiaries through which we operate our Company-owned restaurants.
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The First Choice plan consists of the following: • Hold Serve - Protect and build on the established foundation: ◦ Maintain and improve operational efficiencies and effectiveness ◦ Deliver quality food and hospitality every time ◦ Sustain and extend restaurant level financial performance and expense management • Drive Traffic - Creatively engage with guests and inspire visitation: ◦ Identify and remove barriers to trial and repeat visits ◦ Implement the First Choice marketing plan to inspire new and returning guests ◦ Deliver value for the money to every guest in a family friendly environment • Find Money - Manage expenses and assets to reduce debt and allow for critical investments: ◦ Deliver consistent financial performance ◦ Reduce expenses across the system ◦ Tactically refranchise select Company owned restaurants and markets ◦ Reduce debt and refinance to deliver interest savings through strategic refinancing 1 Table of Contents • Fix Restaurants - Invest in the physical estate to improve the overall dining experience: ◦ Address deferred maintenance needs to achieve a competitive standard ◦ Improve guest facing surroundings to reduce barriers to trial and repeat visitation ◦ Invest in new technology • Win Together - Create a high-performance environment that attracts and retains the best industry talent: ◦ Create a "guest facing" culture ◦ Cultivate an ownership mentality ◦ Reward performance ◦ Develop leaders ◦ "Do the right thing" The Red Robin vision is to be the most loved restaurant brand in the communities we serve.
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The North Star five-point plan consists of the following: • Transform to an Operations Focused Restaurant Company: ◦ Empower decision making by operators at the unit level ◦ Incentivize and reward operators to drive business growth and results ◦ Restructured support organization • Elevate the Guest Experience: ◦ Invest in people, food quality, and the restaurant facility ◦ New cooking platform to fully deliver on our commitment of Gourmet Burgers ◦ Menu refresh adding variety of both offerings and price points • Remove Costs and Complexity: ◦ Optimize the supply chain to reduce costs and ensure consistent delivery of high-quality product ◦ Evaluate vendors for need, performance, and competitive costs ◦ Implement ongoing process to reduce costs through actions that uphold our commitment to a great Guest experience 1 Table of Contents • Optimize Guest Engagement: ◦ Engage and support local communities in which we operate ◦ Enhance the off-premises experience ◦ Further build and engage Guests through Red Robin Royalty ® loyalty program • Drive Growth in Comparable Restaurant Revenue & Unit Level Profitability, and Deliver Financial Commitments: ◦ Regain credibility with the investment community ◦ Drive performance in the existing base of restaurants, earning the right to resume new unit growth ◦ Deliver financial guidance commitments The Red Robin vision is to be the most loved restaurant brand in the communities we serve.
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To build on our value proposition, Red Robin released the Big Yummm Burger Deal in fiscal 2025 to deliver a compelling, affordable meal option that reinforces Red Robin's commitment to great taste and value. In fiscal 2025, we had an average check per guest of $18.76, which was a 5.3% increase compared to fiscal 2024.
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In fiscal 2024, we had an average check per Guest of $17.81. Average check per Guest increased 4.6% compared to fiscal 2023.
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This program develops each manager's skills, with emphasis on three areas: knowledge of Red Robin's standards and processes, flawless shift execution to deliver a great guest experience, and effective coaching of team members. These learning and development practices at the restaurants support our talent pipeline to develop and promote our restaurant management team members from within.
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We have a successful Women's Excellence program, a Company-wide resource group to support and inspire Team Members through development, networking, leadership, and other resources while fueling a culture of opportunity and diversity. In 2022, we established an Inclusion and Belonging Committee to develop a mission and vision for inclusion and belonging from a Team Member’s point of view.
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In fiscal 2025, we conducted two team member period pulse surveys to gather feedback from each team member. We utilize the surveys to gather insights from our team member population and create action plans from this data to continue to enhance our workplace.
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In 2023, we established a Steering Council made up of senior leaders of the organization to establish an overarching long-term strategy and plan for our Company.
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In addition, our beef suppliers must perform a Red Robin Beef Standard third party audit. Our restaurant leaders must pass and maintain an accredited manager-level food safety and sanitation certification.
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The Inclusion and Belonging Committee meets routinely to spotlight and celebrate the diverse experiences of our Team Members, to share these across the Company and to assess opportunities for the Company to improve its efforts to create a best-in-class work environment that thrives on inclusion and diversity of thought.
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Restaurant Investments Under our First Choice plan, we have begun, and plan to continue, investing in our restaurants by addressing critical deferred maintenance needs, such as flooring updates, internal finishings, furniture repairs, and exterior improvements that directly impact guest perceptions and experience, as well as in new technology.
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Our expectation is this variable compensation approach will help to drive meaningful results in traffic, sales, and profitability consistent with the Company's financial plans.
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Our two largest franchisees owned a total of 46 restaurants located in Pennsylvania, Michigan, Ohio, and Texas. Franchise revenue primarily includes royalty income and advertising fund contributions, which are calculated as a percentage of sales for each franchisee.
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In addition to these structured programs and forums, we maintain an open-door policy at all levels of the Company. In fiscal 2023, we launched a new Team Member engagement survey to all field Team Members. In fiscal 2024 we gathered additional field Team Member feedback and extended the engagement survey tool to our Restaurant Support Center Team Members.
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We believe these combined tools are important in analyzing and improving our operations, profit margins, and monitoring other key business metrics. In fiscal 2025, we completed infrastructure modernization efforts to improve performance, stability, and security of current technology solutions, including upgrades to the kitchen display system and other restaurant information technology.
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We believe this tool provides us with key insights into what Team Members need from the Company, assisting with retention and contributing to our positive workplace culture. Food Safety and Purchasing Our food safety and quality assurance programs help manage our commitment to safe, quality ingredients and responsible food preparation and service.
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Marketing and Advertising Our marketing strategy aims to position Red Robin as the first choice for casual dining in the communities we serve. We leverage data-driven marketing capabilities, creative advertising and craveable products to demonstrate relevance, foster awareness, elevate brand equity, encourage and build consideration, and ultimately drive increases in guest traffic and sales.
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We plan to evaluate a restaurant refresh and remodel program to inform our design criteria, investment level and pace of refreshes and remodels going forward. We are not currently pursuing new restaurant development but may in the future as our efforts under the North Star Plan progress.
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In fiscal 2025, we began deploying a new data-driven marketing initiative, incorporating micro-targeting capabilities to allow us to engage guests more personally, precisely and efficiently than traditional broad-based messaging. This approach to marketing is intended to more efficiently and effectively reach guests.
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We also engage with our Guests through various digital platforms, such as our website, mobile apps, loyalty program, online ordering, and Guest feedback surveys. We utilize centralized financial, accounting, and human resource management systems to support our Restaurant Support Center and Company-owned restaurants.
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These unique and internally developed algorithms are intended to help us understand guests’ decision-making behaviors and, as a result, allow us to specifically target messaging and promotions in ways that resonate more directly with each guest, through paid media, loyalty and other marketing levers.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeA number of other factors could adversely affect our operating results, including: • additional government-imposed increases in minimum and/or tipped wages, overtime pay, paid leaves of absence, sick leave, and mandated health benefits; • increased tax reporting and tax payment requirements for employees who receive gratuities; • a reduction in the number of states that allow gratuities to be credited toward minimum wage requirements; and • increased employee litigation including claims under federal and/or state wage and hour laws, including the Worker Adjustment and Retraining Notification (WARN) Act of 1988.
Biggest changeIn addition, our operating results could be adversely affected by increases in minimum or tipped wages, overtime requirements, paid leave mandates, health benefit obligations, tax reporting requirements related to gratuities, reductions in the availability of tip credits, or increased employee litigation, including claims under federal or state wage and hour laws.
Our ability to repurchase stock will depend on our ability to generate sufficient cash flows from operations, as supplemented our capacity to borrow funds, which may be subject to economic, financial, competitive and other factors that are beyond our control. Further, our credit facility limits our ability to repurchase shares to certain conditions set forth by the lenders.
Our ability to repurchase stock will depend on our ability to generate sufficient cash flows from operations, as supplemented our capacity to borrow funds, which may be subject to economic, financial, competitive and other factors that are beyond our control. Further, our credit facility limits our ability to repurchase shares according to certain conditions set forth by the lenders.
Turnover on our management team or the failure to implement an appropriate succession plan could disrupt our business and prevent us from achieving our business strategy and initiatives, which could adversely affect our operating results.
Additional turnover on our management team or the failure to implement an appropriate succession plan could disrupt our business and prevent us from achieving our business strategy and initiatives, which could adversely affect our operating results.
Increased labor costs, whether due to our business model, competition, unionization, increased minimum and tip wage, state unemployment rates, employee benefits costs, or otherwise, may adversely impact our operating expenses. A considerable amount of our restaurant Team Members are paid at rates related to the federal, state, or local minimum wage.
Increased labor costs, whether due to our business model, competition, unionization, increased minimum and tip wage, state unemployment rates, employee benefits costs, or otherwise, may adversely impact our operating expenses. A considerable amount of our restaurant team members is paid at rates related to the federal, state, or local minimum wage.
Any failure by us (or claims of failure) to comply with the various federal and state labor laws governing our relationship with our Team Members including requirements pertaining to minimum wage, overtime pay, meal and rest breaks, unemployment tax rates, workers' compensation rates, work authorization, and discriminatory conduct, may have a material adverse effect on our business or operations.
Any failure by us (or claims of failure) to comply with the various federal and state labor laws governing our relationship with our team members including requirements pertaining to minimum wage, overtime pay, meal and rest breaks, unemployment tax rates, workers' compensation rates, work authorization, and discriminatory conduct, may have a material 18 Table of Contents adverse effect on our business or operations.
This subjects us to the risk of interruptions in food and beverage supplies that may result from a variety of causes including, but not limited to, outbreaks of food-borne illness, disruption of operation of production facilities, financial difficulties, including bankruptcy of our suppliers or other unforeseen circumstances, especially where a product comes from a single or small number of suppliers.
This subjects us to the risk of interruptions in food and beverage supplies that may result from a variety of causes including, but not limited to, outbreaks of food-borne illness, disruption of operation of production facilities, transportation disruptions or delays, financial difficulties, including bankruptcy of our suppliers or other unforeseen circumstances, especially where a product comes from a single or small number of suppliers.
If we are unable to attract and retain qualified people, our restaurants could be short staffed, we may be forced to incur overtime expenses, hourly Team Member turnover could increase, and our ability to operate our restaurants effectively could be limited, and the Guest experience could be negatively affected, leading to a decline in traffic and sales, which could materially adversely affect our financial performance.
If we are unable to recruit, retain and motivate qualified people, our restaurants could be short staffed, we may be forced to incur overtime expenses, hourly team member turnover could increase, and our ability to operate our restaurants effectively could be limited, and the guest experience could be negatively affected, leading to a decline in traffic and sales, which could materially adversely affect our financial performance.
New or less mature restaurants, once opened, may vary in profitability and levels of operating revenue for six months or more, and there is no assurance new restaurants will attain operating results similar to those of existing restaurants.
New or less mature restaurants, once opened, may vary in profitability and levels of operating revenue for six months or more, and there are no assurance new restaurants will attain operating results similar to those of existing restaurants.
We cannot provide assurance that any future menu price increases will not deter Guests from visiting our restaurants, reduce the frequency of their visits, or affect their purchasing decisions. 14 Table of Contents New or improved technologies or changes in consumer behavior facilitated by these technologies could negatively affect our business.
We cannot provide assurance that any future menu price increases will not deter guests from visiting our restaurants, reduce the frequency of their visits, or affect their purchasing decisions. New or improved technologies or changes in consumer behavior facilitated by these technologies could negatively affect our business.
Because of the number of credit card transactions we process, we are required to maintain the highest level of PCI Data Security Standard compliance at our Restaurant Support Center and Company-owned restaurants.
Because of the number of credit card transactions we process, we are required to maintain PCI Data Security Standard compliance at our Restaurant Support Center and Company-owned restaurants.
Our business may not continue to generate cash flow from operations in the future sufficient to meet our debt service, working capital and capital expenditure needs. Additionally, our credit facility contains financial and other restrictive covenants, including among others, a total net leverage ratio covenant.
Our business may not continue to generate cash flow from operations in the future that is sufficient to meet our debt service, working capital and capital expenditure needs. Additionally, our current credit facility contains financial and other restrictive covenants, including among others, a total net leverage ratio covenant.
Further, there have been historical actions before the National Labor Relations Board (NLRB) where it was alleged 16 Table of Contents that a parent company could be held liable for the actions of its franchisees, including potentially jointly liable for labor and wage violations by its franchisees.
Further, there have been historical actions before the National Labor Relations Board ("NLRB") where it was alleged that a parent company could be held liable for the actions of its franchisees, including potentially jointly liable for labor and wage violations by its franchisees.
Delays or failures in opening new restaurants, or the inability to profitably operate them once opened, could materially and adversely affect our planned growth. The ongoing need for maintenance and improvements at our existing restaurants requires us to spend significant capital and we may not achieve a return on investment.
Delays or failures in opening new restaurants, or the inability to profitably operate them once opened, could materially and adversely affect our planned growth. 14 Table of Contents The ongoing need for maintenance and improvements at our existing restaurants requires us to spend significant capital and we may not achieve a return on investment.
Failure to comply with the laws and regulations governing our franchisee relationships or adverse decisions similar to the above-described NLRB actions could subject us to liability for actions of the franchisees, or expose us to liability to franchisees, or fines and penalties for non-compliance.
Failure to comply with the laws and regulations governing our franchisee relationships 16 Table of Contents or adverse decisions similar to the above-described NLRB actions could subject us to liability for actions of the franchisees, or expose us to liability to franchisees, or fines and penalties for non-compliance.
Making share repurchases, or alternatively limiting or halting share repurchases under our share repurchase program may negatively impact investor perception of us and may therefore affect the market price and volatility of our stock. ITEM 1B. Unresolved Staff Comments None.
Making share repurchases, or alternatively limiting or halting share repurchases under our share repurchase program may negatively impact investor perception of us and may therefore affect the market price and volatility of our stock. ITEM 1B. Unresolved Staff Comments None. 19 Table of Contents
While we plan to continue to invest in the growth of our off-premises sales, there can be no guarantee we will maintain or increase such sales. Off-premises sales could also cannibalize dine-in sales, or our systems and procedures may not be sufficient to handle off-premises sales, which may require additional investments in technology or people.
While we plan to continue to invest in the growth of our off-premises sales, there can be no guarantee we will maintain or increase such sales. Off-premises sales could also cannibalize dine-in sales, or our systems and procedures may require additional investments in technology or people.
In addition, as each of our leases expires, there can be no assurance we will be able to renew our expiring leases after the expiration of all remaining renewal options, either on commercially acceptable terms or at all.
In addition, as our leases expire, there can be no assurance we will be able to renew our expiring leases after the expiration of renewal options, either on commercially acceptable terms or at all.
If we are unable to successfully recruit, retain, and motivate qualified restaurant management and operations Team Members in an increasingly competitive market, we may be unable to effectively operate and grow our business and revenues, which could materially adversely affect our financial performance.
If we are unable to successfully attract, retain, and motivate qualified restaurant management and operations team members in a competitive market, we may be unable to effectively operate and grow our business and revenues, which could materially adversely affect our financial performance.
We are subject to numerous privacy and data protection laws and regulations and the regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements including the California Consumer Privacy Act, the California Privacy Rights Act, and other similar legislative initiatives.
Protecting guest, team member, and Company data is critical. We are subject to numerous privacy and data protection laws and regulations and the regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements including the California Consumer Privacy Act, the California Privacy Rights Act, and other similar legislative initiatives.
Risks Related to Our Business Our business strategy may not be successful or achieve the desired results, which may have an adverse impact on our business, financial condition, and results of operations. The Company is currently undergoing a significant transformation. In 2023, we launched our "North Star" business strategy.
Risks Related to Our Business Our business strategy may not be successful or achieve the desired results, which may have an adverse impact on our business, financial condition, and results of operations. The Company is currently undergoing a significant transformation.
Our ability to attract, retain, and motivate qualified management and operating Team Members is central to providing the desired Guest and Team Member experience in our restaurants and delivering on our business strategy. Qualified management and operations Team Members are currently in high demand.
Our ability to attract, retain, and motivate qualified management and operations team members is central to providing the desired guest and team member experience in our restaurants and delivering on our business strategy.
We rely heavily on information technology systems in all aspects of our operations including our restaurant point-of sale systems, financial systems, marketing programs, employee engagement, supply chain management, cyber-security, and various other processes and transactions.
We rely heavily on information technology systems in all aspects of our operations including our restaurant point-of sale systems, financial systems, marketing programs and guest engagement, team member engagement, supply chain management, cybersecurity, and various other processes and transactions.
Our results of operation and financial condition could be adversely impacted if we are unable to effectively manage the risks or costs to us and our supply chain associated with social and environmental sustainability matters. We are subject to "dram shop" statutes in some states.
Our results of operation and financial condition could be adversely impacted if we are unable to effectively manage the risks and costs associated with corporate responsibility matters. We are subject to "dram shop" statutes in some states.
Negative publicity resulting from these allegations could harm our restaurants, regardless of whether the allegations are valid or whether we are liable. In addition, we are subject to the same risks of negative publicity resulting from these sorts of allegations even if the claim actually involves one of our franchisees.
In addition, we are subject to the same risks of negative publicity resulting from these sorts of allegations even if the claim actually involves one of our franchisees.
If we are unable to service our debt or comply with the financial and other covenants in our credit facility, our financial condition could be negatively affected. As of December 29, 2024, the total principal amount of our debt was $189.5 million. A substantial portion of our cash flows are dedicated to debt service payments.
If we are unable to service our debt or comply with the financial and other covenants in our credit facility, our financial condition could be negatively affected. A substantial portion of our cash flows are dedicated to debt service payments.
However, such methods may not afford adequate protection and others could independently develop similar know-how or obtain access to our know-how, concepts, and recipes. 18 Table of Contents Consequently, our business could be negatively affected and less profitable if we are unable to successfully defend and protect our intellectual property.
However, such methods may not afford adequate protection, and others could independently develop similar know-how or obtain access to our know-how, concepts, and recipes. Consequently, our business could be negatively affected and less profitable if we are unable to successfully defend and protect our intellectual property. Changes in tax laws and unanticipated tax liabilities could adversely affect our financial results.
In connection with closing restaurants, we may nonetheless be committed to perform our obligations under the applicable lease including, among other things, paying the base rent for the balance of the lease term.
In connection with closing restaurants, we may nonetheless be committed to performing our obligations under the applicable lease including, among other things, paying the base rent for the balance of the lease term, incurring termination fees, and other significant one-time cash expenditures.
Shifts in consumer preferences away from this cuisine or dining style could have a material adverse effect on our future profitability. In addition, competitors' use of significant advertising and food discounting could influence our Guests' dining choices. Further, changing health or dietary preferences may cause consumers to avoid our products in favor of alternative foods.
Shifts in consumer preferences away from this cuisine or dining style could have a material adverse effect on our future profitability. In addition, competitors' use of significant advertising and food discounting could influence our guests' dining choices.
As of December 29, 2024, a total of 166 or 41% of our 407 Company-owned restaurants, representing 51% of restaurant revenues, were located in the Western United States (i.e., Arizona, California, Colorado, Nevada, Oregon, Idaho, New Mexico, Utah, and Washington state).
As of December 28, 2025, a total of 162 or 42% of our 385 Company-owned restaurants, representing 50% of restaurant revenues, were located in the Western United States (i.e., Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Utah, and Washington).
Our business could be adversely affected by increased labor costs, including costs related to the increase in minimum wage and new health care laws. Labor is a primary component in the cost of operating our business.
The occurrence of food safety issues could also adversely affect the price and availability of affected ingredients, resulting in higher costs and lower margins. Our business could be adversely affected by increased labor costs, including costs related to the increase in minimum wage and new health care laws. Labor is a primary component in the cost of operating our business.
Because we employ a large workforce, any wage increase and/or expansion of benefit mandates will have a particularly significant impact on our labor costs. Our vendors, contractors and business partners are similarly impacted by wage and benefit cost inflation, and many have or will increase their price for goods, construction and services in order to offset their increasing labor costs.
Our vendors, contractors and business partners are similarly impacted by wage and benefit cost inflation, and many have or will increase their price for goods, construction and services in order to offset their increasing labor costs.
These conditions include unemployment, weakness in the housing markets, downtrend or delays in residential or commercial real estate development, volatility in the U.S. stock market and in other financial markets, inflationary pressures, wage rates, tariffs and other trade barriers, disputes and tensions, reduced access to credit or other economic factors that may affect consumer confidence.
These conditions include unemployment, weakness in the housing markets, an economic recession or slowdown, volatility in the U.S. stock market and in other financial markets, inflationary pressures, wage rates, tariffs imposed on commodities and other trade barriers, global disputes and tensions, interest rate fluctuations and reduced access to credit or other economic or geopolitical factors that may affect consumer confidence.
If our franchisees fail to maintain the appropriate level of PCI compliance or they experience a security breach, it could negatively impact their business operations, and we could face a loss of or reduction in royalties or other payments they are required to remit to us and it could adversely affect our reputation and Guest confidence. 11 Table of Contents If there is a material failure in our information technology systems, our business could be negatively affected, and our systems may be inadequate to support our future growth strategies.
If our franchisees fail to maintain the appropriate level of PCI compliance or they experience a security breach, it could negatively impact their business operations, and we could face a loss of royalties or other payments they are required to remit to us, and it could adversely affect our reputation and guest confidence.
As a result, our Guests may be apprehensive about the economy and reduce their level of discretionary spending. This could affect the frequency with which our Guests choose to dine-out or the amount they spend on meals, thereby decreasing our revenues and potentially negatively affecting our operating results.
This could affect the frequency with which our guests choose to dine-out or the amount they spend on meals, thereby decreasing our revenues and potentially negatively affecting our operating results.
Even if financing is available, it may not be on acceptable terms. A default under our credit facility could cause a material adverse effect on our financial condition, including our liquidity and cash flows.
We routinely seek to refinance and/or extend the maturity of our indebtedness. Financing may not be available to us due to factors beyond our control, and even if financing is available, it may not be on acceptable terms. A default under our credit facility could cause a material adverse effect on our financial condition, including our liquidity and cash flows.
The market price of our common stock may be significantly affected by a number of factors, including, but not limited to, actual or anticipated variations in our operating results or those of our competitors as compared to analyst expectations, changes in financial estimates by research analysts with respect to us or others in the restaurant industry, and announcements of significant transactions (including mergers or acquisitions, divestitures, joint ventures or other strategic initiatives) by us or others in the restaurant industry.
The market price of our common stock has experienced volatility and historic lows, and may continue to fluctuate significantly due to a number of factors, including actual or anticipated variations in our operating results or those of our competitors as compared to analyst expectations, changes in financial estimates or recommendations by research analysts, and announcements of significant transactions or strategic initiatives by us or other companies in the restaurant industry.
Further, we have a substantial number of restaurants located in states or municipalities where the minimum wage is greater than the current federal minimum wage, including California, Washington, Oregon, Colorado, and New York.
Further, we have a substantial number of restaurants located in states or municipalities where the minimum wage is greater than the current federal minimum wage, including California, Colorado, New York, Oregon, and Washington. Because we employ a large workforce, any wage increase and/or expansion of benefit mandates will have a particularly significant impact on our labor costs.
As a result, we have experienced increased expectations and costs to provide expanded disclosure and make commitments, establish goals or set targets with respect to various environmental and social issues and to take the actions necessary to meet those commitments, goals and targets.
As a result, we have experienced increased expectations and costs to provide expanded disclosure and make commitments, establish goals or set targets with respect to various corporate responsibility issues, such as the reduction of greenhouse gases, and to take the actions necessary to meet those commitments, goals and targets, and these expectations and costs have and may continue to vary across jurisdictions in which we operate.
Failure to obtain and maintain adequate directors' and officers' insurance could materially adversely affect our ability to attract and retain qualified officers and directors. 19 Table of Contents Risks Related to Owning Our Stock The market price of our common stock is subject to volatility, which has and may continue to attract the interest of activist stockholders or subject us to securities litigation, which could cause us to incur significant expenses, hinder execution of our strategy, and impact our stock price.
Risks Related to Owning Our Stock The market price of our common stock is subject to volatility, which has and may continue to attract the interest of activist stockholders or subject us to securities litigation, which could cause us to incur significant expenses, divert management attention, hinder execution of our strategy, and impact our stock price.
We may not repurchase our common stock pursuant to our share repurchase program, and any repurchases may not enhance long-term stockholder value. Share repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves. The Company has an authorized share repurchase program.
Share repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves. The Company has an authorized share repurchase program. We are not obligated to repurchase shares of common stock under the repurchase program, and the repurchase program may be suspended or terminated at any time.
Further, changes to our staffing models in our restaurants due to labor costs or any labor shortages, could negatively impact our ability to provide adequate service levels to our Guests, which could result in adverse Guest reactions and a possible reduction in Guest traffic at our restaurants. 17 Table of Contents Our failure to remain in compliance with governmental laws and regulations as they continually evolve, and the associated costs of compliance, could cause our business results to suffer.
Further, changes to our staffing models in our restaurants due to labor costs or any labor shortages could negatively impact our ability to provide adequate service levels to our guests, which could result in adverse guest reactions and a possible reduction in guest traffic at our restaurants.
Our business is subject to various government laws and regulations, including, among others, those relating to our employees, public health and safety, food safety, alcoholic beverage control, public accommodations, data privacy and security, securities regulation, and consumer health regulations, including those pertaining to nutritional content and menu labeling such as the Affordable Care Act, which requires restaurant companies such as ours to disclose calorie information on their menus.
Our business is subject to extensive and frequently changing government laws and regulations, including, among others, those relating to our employees, public health and safety, food safety, alcoholic beverage control, public accommodations, data privacy and security, securities regulation, and consumer health regulations, including those pertaining to nutritional content and menu labeling.
Maintaining and enhancing our brand image and reputation is critical to our success. Unfavorable events or rumors, poorly received advertising, negative publicity, and negative information disseminated through social and digital media could impact our brand image and reputation. As part of our marketing efforts, we use social media platforms to promote our concepts and attract and retain Guests.
Damage to our brand image or reputation, including due to unfavorable social and digital media, could adversely impact our business. Maintaining and enhancing our brand image and reputation is critical to our success. Unfavorable events or rumors, poorly received advertising, negative publicity, and negative information disseminated through social and digital media could impact our brand image and reputation.
In the past, many of our eligible Team Members chose not to participate in our Company-sponsored health care plans for various reasons, but we expect to continue to see increased costs due to the impact of changes in the health care laws.
In the past, many of our eligible team members chose not to participate in our Company-sponsored health care plans for various reasons, but we may still experience higher health care costs due to increased utilization, medical cost trends, and regulatory or plan design changes.
These laws and regulations continually evolve and change, and compliance may be costly and time-consuming. Moreover, we may fail to maintain compliance with all laws and regulations despite our best efforts.
Compliance with these laws and regulations can be complex, costly, and time-consuming, and we may not be able to maintain compliance in all circumstances despite our efforts.
In addition, these disruptions and any resulting negative effect on our net income, cash flows, or other relevant financial performance metrics under our revolving credit facility could affect our ability to borrow or comply with our covenants under that facility.
In addition, these disruptions and any resulting negative effect on our net income, cash flows, or other relevant financial performance metrics under our revolving credit facility could affect our ability to borrow or comply with our covenants under that facility. 10 Table of Contents A privacy or security breach involving our information technology systems, or the failure of our data security measures could interrupt our business, damage our reputation, and negatively affect our operations and financial condition.
Additionally, our Guests may choose alternatives to restaurants, including meal kit and food delivery service providers or purchasing meals at supermarkets, delis, or other food retailers. 10 Table of Contents Decreased cash flow from operations, or an inability to access capital or successfully execute our potential real property sales could negatively affect our business initiatives or may result in our inability to execute our revenue, expense, and capital deployment strategies.
Decreased cash flow from operations, or an inability to access capital or successfully execute our potential real property sales could negatively affect our business initiatives or may result in our inability to execute our revenue, expense, and capital deployment strategies.
Payments under our operating leases account for a significant portion of our operating expenses. Additional sites that we lease are likely to be subject to similar long-term non-cancelable leases.
We cannot be certain that we will maintain a level of cash flow from operating activities sufficient for us to pay our operating lease expenses. Additional sites that we lease are likely to be subject to similar long-term non-cancelable leases.
A significant increase in litigation could have a material adverse effect on our business, financial condition, and results of operations. As a member of the restaurant industry, we are sometimes the subject of complaints or litigation, including class action lawsuits, or from Guests alleging illness, injury, or other food quality, health, or operational concerns.
As a member of the restaurant industry, we are sometimes the subject of complaints or litigation, including class action lawsuits, or from guests alleging illness, injury, or other food quality, health, or operational concerns. Negative publicity resulting from these allegations could harm our restaurants, regardless of whether the allegations are valid or whether we are liable.
Moreover, franchisees may not successfully operate restaurants in a manner consistent with our standards and requirements or may not hire and train qualified managers and other restaurant Team Members. In addition, as independent businesses, franchisees may not be required to comply with the same levels of business or regulatory compliance we are.
In addition, as independent businesses, franchisees may not be required to comply with the same levels of business or regulatory compliance we are.
Desirable locations for the relocation of existing restaurants may not be available at an acceptable cost, due in part to the inability to easily terminate a long-term lease. In recent years, we’ve made investments in off-premises sales, including delivery, pickup options, and catering, to attract Guests who are looking for convenience or want to enjoy our food off-premises.
Our ability to relocate underperforming restaurants may also be limited by the availability and cost of suitable alternative sites and by our inability to easily terminate our long-term lease commitments. We have invested in off-premises sales, including delivery, pickup options, and catering, to attract guests who are looking for convenience or want to enjoy our food off-premises.
Additionally, while we believe our tax estimates are reasonable, the final determination of tax audits could be materially different from our historical income tax provisions and accruals. The results of a tax audit could have a material effect on our results of operations or cash flows in the period which the final determination is made.
Future change to tax laws could have a negative impact to the Company's effective tax rate and cash tax refunds. Additionally, while we believe our tax estimates are reasonable, the final determination of tax audits and tax litigation could be materially different from our historical income tax provisions and accruals.
If we are unable to renew a lease or determine not to renew a lease, there may be costs related to the relocation and development of a replacement restaurant or, if we are unable to relocate, reduced revenue. 13 Table of Contents Changes in consumer buying patterns, particularly due to declines in traffic near our leased locations, and increases in online sales, may affect our financial condition and results of operations.
If we are unable to renew a lease or determine not to renew a lease, there may be costs related to the relocation and development of a replacement restaurant or, if we are unable to relocate, reduced revenue.
Any additional capital raised through the sale of equity may dilute our shareholders ownership percentages and could also result in a decrease in the market value of our securities. Our capital deployment strategies include but are not limited to, maintaining existing restaurants and infrastructure, paying down debt, executing on our long-term transformation strategy, and improving existing restaurants.
Any additional capital raised through the sale of equity may dilute our stockholders' ownership percentages and could also result in a decrease in the market value of our securities.
We rely on our management team for the development and execution of our business strategy and the loss of a member of our management team could negatively affect our operating results. 15 Table of Contents We implemented changes to our management team to support the Company’s new “North Star” five-point plan.
We rely on our management team for the development and execution of our business strategy and the loss of a member of our management team could negatively affect our operating results. Our success depends in part on the contributions of our management team and other key personnel to develop and execute our business strategy.
Franchisees are independent entities and are not our employees, partners, or affiliates. We share with our franchisees what we believe to be best practices in the restaurant industry; however, franchisees operate their restaurants as independent businesses. Consequently, the quality of franchised restaurant operations may be diminished by any number of factors beyond our control.
If our franchisees are not successful, then our business, results of operations, and reputation could be disproportionately adversely affected by the relative scale of such franchise operations. We share with our franchisees what we believe to be best practices in the restaurant industry; however, franchisees operate their restaurants as independent businesses.
The success of our restaurants depends in large part on leased locations. Our restaurants are primarily located near high density retail areas such as regional malls, lifestyle centers, big box shopping centers, and entertainment centers. We depend on a high volume of visitors at these centers to attract Guests to our restaurants.
The success of our restaurants depends in large part on the performance of our leased locations, which are generally situated in high-traffic retail and entertainment areas such as malls, lifestyle centers, and shopping centers. Our restaurants rely on customer traffic generated by these surrounding locations.
The food service industry as a whole rests on consumer preferences and demographic trends at the local, regional, and national levels. New information or changes in dietary, nutritional or health guidelines, among other things, may affect consumer choice and cause consumers to significantly alter their dining choices in ways that adversely affect our sales and profitability.
New information or changes in dietary, nutritional or health guidelines and preferences, among other things, may affect consumer choice and cause consumers to significantly alter their dining choices in ways that adversely affect our sales and profitability. 12 Table of Contents We are subject to all of the risks associated with leasing space subject to long-term non-cancelable leases, and risks related to renewal.
These third-party delivery companies require us to pay them a commission, which lowers our profit margin on those sales, and delivery drivers may make errors, fail to make timely deliveries, damage our food or poorly represent our brand, which may lead to customer disappointment, reputational harm and unmet sales expectations.
A significant portion of our delivery orders are fulfilled through third-party delivery providers, which charge commissions and over whom we have limited control. Delivery drivers may make errors, fail to make timely deliveries, damage our food or poorly represent our brand, which may lead to guest disappointment, reputational harm or unmet sales expectations.
Our marketing and branding strategies to attract, engage, and retain our Guests, including recent and future changes to our loyalty program, may not be successful, which could negatively affect our business. 12 Table of Contents While we routinely refine our communication strategies to effectively target and compete for customers, these strategies may not prove to be successful.
If we do not effectively adopt and integrate these emerging technologies as quickly or successfully as our competitors, we may be at a competitive disadvantage, experience higher costs, or be less effective in engaging guests and operating our business. 11 Table of Contents Our marketing and branding strategies to attract, engage, and retain our guests, including recent and future changes to our loyalty program, may not be successful, which could negatively affect our business.
Changes in applicable laws and regulatory requirements, or failure to comply with them could result in, among other things, increased exposure to litigation, administrative enforcement actions or governmental investigations or proceedings; revocation of required licenses or approvals; fines; and civil and criminal liability.
Changes in applicable laws or regulatory requirements, or failure to comply with them, could result in increased litigation, governmental investigations or enforcement actions, revocation of required licenses or permits, fines, penalties, or civil or criminal liability, any of which could increase our costs or interfere with our ability to operate our business and execute our strategies. 17 Table of Contents Various employment and labor laws govern our relationship with team members and effect operating costs.
Further, consumers may react negatively to reports concerning our food products or health or other concerns or operating issues stemming from one or more of our restaurants. Such negative publicity, whether or not valid, may negatively affect demand for our food and could result in decreased Guest traffic to our restaurants.
Consumer preference could be affected by health concerns related to the consumption of beef, chicken, or other food products on our menu, or negative publicity concerning food quality, nutrition, illness, or injury, even if not valid, may negatively affect demand for our food and could result in decreased guest traffic in our restaurants.
Many of our existing restaurants are mature and require capital expenditures for maintenance and improvement to remain competitive and maintain our brand standard. Additionally, we have evaluated and may undertake in the future a restaurant renovation program, including upgrading interior ambience and exterior appeal of our restaurants. These initiatives involve significant capital expenditures.
Many of our existing restaurants are mature and require capital expenditures for maintenance and improvement to remain competitive and maintain our brand standard.
Changes to our operations structure and compensation, service model, menu, Guest experience and cooking platform, supply chain and vendors, marketing and branding strategies, loyalty program, technology, and Guest engagement may not achieve the business growth and results we expect, which may negatively affect Guest satisfaction, Guest traffic, sales, profits, or liquidity.
Changes to our operations, capital structure, debt structure, restaurant portfolio, marketing strategies, technology, and restaurants, among other initiatives, may not achieve the business growth and results we expect, which may negatively affect guest satisfaction, guest traffic, sales, profits, or liquidity. Our business and desired results depend upon our ability to continue to grow and evolve through various important strategic initiatives.
The insurance coverage we maintain may be inadequate to cover claims or liabilities relating to a cybersecurity attack. We also use information technology systems to process financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting, legal and tax requirements.
We also use information technology systems to process financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting, legal and tax requirements. Our ability to operate effectively depends on the reliability, capacity, and security of these systems, including systems operated by third parties.
In the ordinary course of our business, we receive and maintain certain personal and payment information from our Guests, Team Members, and vendors. Third parties may have the technology or know-how to breach the security of this personal and payment information.
Our software and information technology systems, as well as those of third parties on which we rely, may contain material vulnerabilities. In the ordinary course of our business, we collect, store, and process personal and payment information relating to our guests, team members, and vendors.
If we do not make these capital investments or do not achieve a return on the investment, our business, profitability, and our ability to compete effectively could be harmed. We are subject to the risks presented by acquisitions or refranchising. As part of our expansion efforts, we have acquired some of our franchised restaurants in the past.
Additionally, we have evaluated and may undertake in the future a more substantial restaurant renovation program. These initiatives involve significant capital expenditures. If we do not make these capital investments or do not achieve a return on the investment, our business, financial condition, and our ability to compete effectively could be harmed.
These risks include among other things: • the difficulty of integrating operations and Team Members; • the potential disruption to our ongoing business; • the potential distraction of management; • the effect on selling, general, and administrative expenses and earnings; • the inability to maintain uniform standards, controls, procedures, and policies; and • the impairment of relationships with Team Members and Guests as a result of changes in ownership and management.
Any future acquisitions or dispositions will be accompanied by the risks commonly encountered in such transactions, including difficulty integrating operations and team members, potential disruption to our ongoing business, potential distraction of management, impact on the Company's financial condition, and the impairment of relationships with team members and guests as a result in changes in ownership and management.
In addition, the equity markets have experienced price and volume fluctuations that affect the stock price of companies in ways that have been unrelated to an individual company's operating performance. The price of our common stock may continue to be volatile, based on factors specific to our Company and industry, as well as factors related to the equity markets overall.
In addition, the equity markets have experienced price and volume fluctuations that affect the stock price of companies in ways unrelated to the operating performance of individual companies. Such volatility has recently, and may in the future, attract the interest of activist stockholders seeking to influence our strategic direction, governance practices, operations, or capital allocation decisions.
In the future, we may, from time to time, consider opportunistic acquisitions or dispositions of restaurants. We may in the future pursue refranchising with quality operators in certain identified markets. Any future acquisitions or dispositions will be accompanied by the risks commonly encountered in acquisitions.
In the past, we have acquired franchised restaurants and disposed of restaurants. In the future, we may, from time to time, consider opportunistic acquisitions or dispositions of restaurants beyond the tactical refranchising initiatives described above.
If these systems suffer severe damage, disruption or shutdown and our business continuity plans, or those of our vendors, do not effectively resolve the issues in a timely manner, we could experience delays in reporting our financial results, which could result in lost revenues and profits, as well as reputational damage.
If these systems suffer severe damage, disruption, or shutdown or if we fail to timely or successfully implement system upgrades, experience difficulties transitioning to new systems, encounter system failures, outages, or security vulnerabilities, or if our vendors experience similar issues, we could experience operational disruptions, delays in financial reporting, lost revenues, increased cost, or reputational harm.
We have in the past and may in the future engage in sale-leaseback transactions, which have and may in the future increase the number of our leased properties. During fiscal 2023 and 2024, we completed three such transactions, selling and simultaneously leasing back an aggregate of 28 previously owned properties.
As of December 28, 2025, 381 of our 385 Company-owned restaurants are located on leased premises. We have in the past, and may in the future, engage in sale-leaseback transactions, which could further increase the number of our leased properties. Payments under our operating leases account for a significant portion of our operating expenses.
Removed
Developed under new leadership, this five-point plan is designed to drive long-term shareholder value and enhance Red Robin's competitive positioning. The North Star five-point plan focuses on transforming to an operations focused restaurant company; elevating the Guest experience; removing costs and complexity; optimizing Guest engagement; and driving growth in comparable restaurant revenue and unit level profitability, and delivering financial commitments.
Added
Risks Related to Our Indebtedness and Liquidity Our ability to extend or refinance maturing indebtedness is uncertain and could materially affect our liquidity, financial condition, and operations. On November 7, 2025, the Company entered into the fourth amendment to our Credit Agreement (the "Fourth Amendment").
Removed
These strategies and related initiatives may not result in increased traffic and sustained higher sales, which are important to achieving our strategic objectives.
Added
The Fourth Amendment extended the maturity dates for our term loans and revolving credit facility by six months, from March 4, 2027 to September 3, 2027, and we are actively working to secure long-term refinancing for our significant total borrowings, which was approximately $170.2 million as of December 28, 2025.
Removed
Our business and desired results depend upon our ability to continue to grow and evolve through various important strategic initiatives.
Added
Our ability to meet our liquidity and working capital needs depends on our ability to extend or refinance this maturing indebtedness; however, we may not be able to obtain further extensions or refinancing on acceptable terms, or at all.
Removed
A privacy or security breach involving our information technology systems, or the failure of our data security measures could interrupt our business, damage our reputation, and negatively affect our operations and financial condition. Protecting Guest, Team Member, and Company data is critical.
Added
Our ability to secure additional extensions or to refinance maturing indebtedness depends on our future cash flows, financial performance, compliance with the covenants in our credit facility, lender consent, and prevailing credit market conditions.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese protocols ensure a systematic and coordinated approach to incident management, with collaboration among engineering, legal, and senior leadership to oversee compliance with legal and regulatory requirements and have clear mechanisms in place for escalating notifications to our CEO and the Board based on the nature and severity of each incident.
Biggest changeThese protocols ensure a systematic and coordinated approach to incident management, with collaboration among engineering, legal, and senior leadership to oversee compliance with legal and regulatory requirements and have clear mechanisms in place for escalating notifications to our executive leadership team and the Board based on the nature and severity of each incident. 20 Table of Contents While we have experienced cybersecurity incidents in the past, in the last fiscal year we have not identified risks from known cybersecurity threats, including as a result of prior cybersecurity incidents, that have materially affected the Company or our financial position, results of operations and/or cash flows.
The Company evaluates third-party service providers from a cybersecurity risk perspective, which may include an assessment of that service provider’s cybersecurity posture or a recommendation of specific mitigation controls. • Audits and Assessments: Regular audits and assessments are conducted by both internal and external experts (consultants, auditors, and other third parties) to evaluate the effectiveness of our cybersecurity controls and processes 20 Table of Contents and recommend improvements.
The Company evaluates third-party service providers from a cybersecurity risk perspective, which may include an assessment of that service provider’s cybersecurity posture or a recommendation of specific mitigation controls. • Audits and Assessments: Regular audits and assessments are conducted by both internal and external experts (consultants, auditors, and other third parties) to evaluate the effectiveness of our cybersecurity controls and processes and recommend improvements.
We continue to invest in cybersecurity and the resiliency of our networks and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure, and the information they contain. For more information regarding the risks we face from cybersecurity threats, please see “Risk Factors."
We continue to invest in cybersecurity and the resilience of our networks and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure, and the information they contain. For more information regarding the risks we face from cybersecurity threats, please see Item 1A, "Risk Factors".
The Board routinely engages in discussions with cybersecurity experts on building resilience to cyber risk and receives updates regarding management tabletop exercises. These educational initiatives empower Board members to make informed decisions and actively contribute to the oversight of cybersecurity governance. Currently, our Vice President of Infrastructure and Security assumes primary responsibility for assessing and managing material cybersecurity risks.
The Board routinely engages in discussions with cybersecurity experts on building resilience to cyber risk and receives updates regarding management tabletop exercises. These educational initiatives empower Board members to make informed decisions and actively contribute to the oversight of cybersecurity governance.
Our Vice President of Infrastructure and Security leads a team of professionals who oversee the prevention, detection, and remediation activities within our cybersecurity environment. Our Company has established robust policies and processes governing the assessment, response, and notifications associated with cybersecurity incidents.
Our Company has established robust policies and processes governing the assessment, response, and notifications associated with cybersecurity incidents.
Removed
With experience spanning restaurant, retail, financial, and technology brands, including serving in similar roles overseeing information security programs at other companies, and a degree in Computer Science, our Vice President of Infrastructure and Security brings experience and expertise to the role.
Added
Currently, our senior management team, together with our Vice President of Infrastructure and Security, assumes primary responsibility for assessing and managing material cybersecurity risks.
Removed
While we have experienced cybersecurity incidents in the past, in the last fiscal year we have not identified risks from known cybersecurity threats, including as a result of prior cybersecurity incidents, that have materially affected the Company or our financial position, results of operations and/or cash flows.
Added
Our Vice President of Infrastructure and Security brings over 20 years of experience in restaurant operations, infrastructure, and security operations for the Company and leads a team of internal professionals and utilizes a third-party service provider to oversee the prevention, detection, and remediation activities within our cybersecurity environment.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeFor on-site critical, Company leadership, and those who desire to work in a shared location, we have optimized our office footprint at this location to meet the needs of that population. We occupy this facility under a lease that expires May 31, 2027.
Biggest changeWe have optimized our office footprint at this location to meet the needs of Company leadership, critical in-person roles, and those who would like to work on-site. We occupy this facility under a lease that expires on May 31, 2027. Our existing prototype for new Red Robin restaurants is approximately 5,100 square feet with a capacity of approximately 200 seats.
ITEM 2. Properties We currently lease the real estate for most of our Company-owned restaurant facilities under operating leases with remaining terms ranging from less than one year to over 15 years excluding options to extend. These leases generally contain options which permit us to extend the lease term at an agreed rent or at prevailing market rates.
ITEM 2. Properties We currently lease the real estate for most of our Company-owned restaurant facilities under operating leases with remaining terms ranging from less than one year to 13 years, excluding options to extend. These leases generally contain options which permit us to extend the lease term at an agreed rent or at prevailing market rates.
Our Restaurant Support Center and test kitchen is located in Englewood, Colorado. We currently have a dispersed workforce policy that permits many of our Restaurant Support Center Team Members to work remotely or on a hybrid basis, 21 Table of Contents and we expect that to continue.
Our Restaurant Support Center and test kitchen is located in Englewood, Colorado. We currently have a dispersed workforce policy that permits many of our Restaurant Support Center team members to work remotely or on a hybrid basis, and we expect that to continue.
We develop restaurants under ground leases on which we build our own restaurants in addition to converting existing buildings on standalone, in-line, end cap, and mall locations. As of December 29, 2024, our restaurant locations comprised approximately 2.6 million square feet.
We develop restaurants under ground leases on which we build our own restaurants in addition to converting existing buildings on standalone, in-line, end cap, and mall locations. As of December 28, 2025, our restaurant locations comprised approximately 2.4 million square feet.
Certain lease agreements also require the Company to pay maintenance, insurance, and property tax costs. We own real estate for 7 Company-owned restaurants located in North Carolina (2); Ohio (1); Pennsylvania (1); Texas (1); Virginia (1); and Washington (1). Of these locations, three are classified as Assets Held for Sale within the Consolidated Balance Sheet as of December 29, 2024.
Certain lease agreements also require the Company to pay maintenance, insurance, and property tax costs. We own real estate for four Company-owned restaurants located in North Carolina, Pennsylvania, Texas, and Virginia. Of these locations, one was classified as assets held for sale within the Consolidated Balance Sheets as of December 28, 2025.
Removed
In addition, we occupy approximately 900 square feet and sublease to third parties the first, second, and third floors of a facility in Greenwood Village, Colorado under a lease that expires on May 31, 2025. Our existing prototype for new Red Robin restaurants is approximately 5,100 square feet with a capacity of approximately 200 seats.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. Legal Proceedings For information regarding contingencies related to litigation, please see Note 12. Commitments and Contingencies included within Item 8. Financial Statements and Supplementary Data of Part II of this Annual Report on Form 10-K for the period ended December 29, 2024, the contents of which are incorporated herein by reference.
Biggest changeFinancial Statements and Supplementary Data of Part II of this Annual Report on Form 10-K for the period ended December 28, 2025, the contents of which are incorporated herein by reference. ITEM 4. Mine Safety Disclosures Not applicable. 21 Table of Contents PART II
Added
ITEM 3. Legal Proceedings Evaluating contingencies related to litigation is a complex process involving subjective judgment on the potential outcome of future events and the ultimate resolution of litigated claims may differ from our current analysis.
Added
Accordingly, we review the adequacy of accruals and disclosures in consultation with legal counsel, and we assess the probability and range of possible losses associated with contingencies for potential accrual in the Consolidated Statements of Operations and Comprehensive Income (Loss). For information regarding contingencies related to litigation, please see Note 12. Commitments and Contingencies included within Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe securities described in this paragraph were issued to Investor Parties in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(a)(2) under the Securities Act. No share repurchases were made by the Company during fiscal 2024 and approximately $58.5 million remained available for future purchases as of December 29, 2024.
Biggest changeNo share repurchases were made by the Company during fiscal 2025 and approximately $58.5 million remained available for future purchases as of December 28, 2025. Our ability to repurchase shares is limited to certain conditions set forth by our lenders in the credit facility.
Any future determination relating to our dividend policy will be made at the discretion of our Board of Directors and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, and other factors our Board of Directors may deem relevant.
Any future determination relating to our dividend policy will be made at the discretion of our Board of Directors and will depend on the existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, and other factors our Board of Directors may deem relevant.
Performance Graph The following graph compares the yearly percentage in cumulative total stockholders' return on Common Stock of the Company since the end of its fiscal year 2019, with the cumulative total return over the same period for (i) The Russell 3000 Index, and (ii) the S&P 600 Restaurants.
Performance Graph The following graph compares the yearly percentage in cumulative total stockholders' return on Common Stock of the Company since the end of its fiscal year 2020, with the cumulative total return over the same period for (i) The Russell 3000 Index, and (ii) the S&P 600 Restaurants.
This performance graph shall not be deemed to be "soliciting material" or to be "filed" under either the Securities Act or the Exchange Act. 23 Table of Contents COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN (1) Fiscal Years Ended December 29, 2019 December 27, 2020 December 26, 2021 December 25, 2022 December 31, 2023 December 29, 2024 Red Robin Gourmet Burgers, Inc.
This performance graph shall not be deemed to be "soliciting material" or to be "filed" under either the Securities Act or the Exchange Act. 22 Table of Contents COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN (1) Fiscal Years Ended December 27, 2020 December 26, 2021 December 25, 2022 December 31, 2023 December 29, 2024 December 28, 2025 Red Robin Gourmet Burgers, Inc.
ITEM 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on The Nasdaq Global Select Market under the symbol RRGB. As of February 24, 2025, there were 79 registered owners of our common stock.
ITEM 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on The Nasdaq Global Select Market under the symbol RRGB. As of February 18, 2026, there were 76 registered owners of our common stock.
Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 27, 2019, the last trading day in the Company's 2019 fiscal year, in the Company's Common Stock and in each of the indices.
Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 24, 2020, the last trading day in the Company's 2020 fiscal year, in the Company's Common Stock and in each of the indices. The performance shown in the graph is not necessarily indicative of future price performance.
(2) The S&P 600 Restaurants includes companies such as Bloomin' Brands Inc., Brinker International, Inc., Chuy's Holdings Inc., Dine Brands Global, Inc., Fiesta Restaurant Group, Inc., and The Cheesecake Factory Incorporated. ITEM 6. Reserved
(2) The S&P 600 Restaurants includes companies such as Bloomin’ Brands, Inc., Brinker International, Inc., Dine Brands Global, Inc., BJ’s Restaurants, Inc., Texas Roadhouse, Inc., Cracker Barrel Old Country Store, Inc., and The Cheesecake Factory Incorporated. ITEM 6. Reserved
Our credit facility has certain limitations on paying dividends or making repurchases of our shares, and we are subject to certain covenant ratios, including a leverage ratio under our Credit Agreement.
We currently anticipate we will retain future cash flow to service and pay down debt, maintain and improve existing restaurants and infrastructure, and execute on our long-term business strategy. Our credit facility has certain limitations on paying dividends or making repurchases of our shares, and we are subject to certain covenant ratios, including a leverage ratio under our Credit Agreement.
(RRGB) 100.00 64.78 55.30 18.37 40.19 17.37 The Russell 3000 Index 100.00 119.51 150.44 122.52 154.23 193.70 S&P 600 Restaurants (2) 100.00 129.74 125.81 99.91 118.36 141.79 ——————————————————— (1) Represents performance of $100 invested on December 27, 2019 in stock or index, including reinvestment of dividends based on fiscal year ends for purposes of comparability.
(RRGB) $ 100.00 $ 85.37 $ 28.36 $ 62.04 $ 26.82 $ 21.44 The Russell 3000 Index $ 100.00 $ 125.88 $ 102.52 $ 129.04 $ 162.07 $ 189.60 S&P 600 Restaurants (2) $ 100.00 $ 96.97 $ 77.01 $ 91.23 $ 109.29 $ 95.59 ——————————————————— (1) Represents performance of $100 invested on December 24, 2020 in stock or index, including reinvestment of dividends based on fiscal year ends for purposes of comparability.
Removed
Dividends We did not declare or pay any cash dividends on our common stock during fiscal 2024, 2023 or 2022. We currently anticipate we will retain future cash flow to service debt, maintain existing restaurants and infrastructure, and execute on our long-term business strategy.
Added
The number of registered holders does not include holders who are beneficial owners whose shares are held in street name by brokers and other nominees. Dividends We did not declare or pay any cash dividends on our common stock during fiscal years 2025, 2024 or 2023.
Removed
Issuer Sales and Purchases of Equity Securities 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 our common stock, at a purchase price of $5.19 per share, resulting in $8.3 million in gross proceeds.
Added
Issuer Sales and Purchases of Equity Securities During the fiscal year ended December 28, 2025, the Company did not have any sales of securities in transactions that were not registered under the Securities Act that has not been reported in a Current Report on Form 8-K.
Removed
Our ability to repurchase shares is limited to certain conditions set forth by our lenders in the credit facility.
Added
On November 10, 2025, the Company entered into a distribution agreement (the "Distribution Agreement") with Evercore Group L.L.C.
Added
("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.
Added
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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeGAAP as a measure of performance. 33 Table of Contents The following table summarizes Income from Operations, and Restaurant Level Operating Profit for the period presented: Fifty-Two Weeks Ended Fifty-Three Weeks Ended December 29, 2024 December 31, 2023 Income (loss) from operations $ (53,081) (4.3)% $ 4,542 0.3% Less: Franchise royalties, fees and other revenue 24,306 2.0% 28,752 2.2% Add: Impairment and other charges (gains), net 33,848 2.7 (2,663) (0.2) Pre-opening costs — — 587 — General and administrative expenses 81,721 6.5 89,360 6.9 Selling 36,719 2.9 34,770 2.7 Depreciation and amortization 57,729 4.6 66,190 5.1 Restaurant level operating profit $ 132,630 $ 164,034 Income (loss) from operations as a percentage of total revenues (4.3)% 0.3% Restaurant level operating profit margin (as a percentage of restaurant revenue) 10.8% 12.9% The Company believes restaurant level operating profit is an important measure for management and investors because it is widely regarded in the restaurant industry as a useful metric by which to evaluate restaurant level operating efficiency and performance.
Biggest changeThe following table reconciles income (loss) from operations to restaurant level operating profit in thousands and in percent of total revenue for the period presented: Fifty-Two Weeks Ended Fifty-Two Weeks Ended December 28, 2025 December 29, 2024 Income (loss) from operations $ 2,790 0.2% $ (53,081) (4.3)% Less: Franchise revenue and other revenue $ 20,445 1.7% $ 24,306 2.0% Add: Other (gains) charges, net $ 10,463 0.9% $ 33,848 2.7% General and administrative 76,254 6.4 81,721 6.6 Selling 31,328 2.6 36,719 2.9 Depreciation and amortization 51,120 4.3 57,729 4.6 Restaurant level operating profit $ 151,510 $ 132,630 Income (loss) from operations as a percentage of total revenues 0.2% (4.3)% Restaurant level operating profit margin (as a percentage of restaurant revenue) 12.7% 10.8% A summary view of restaurant level operating profit by financial statement line item and related restaurant level expenses operating expenses as a percent of restaurant revenues are presented in the tables below: 30 Table of Contents Fifty-Two Weeks Ended Fifty-Two Weeks Ended 2025 compared to 2024 (Dollars in millions) December 28, 2025 December 29, 2024 Increase/(Decrease) Restaurant revenue $ 1,189.8 $ 1,224.3 (2.8) % Restaurant operating costs: Cost of sales $ 283.9 $ 292.4 (2.9) % Labor 437.2 479.6 (8.8) % Other operating 213.2 216.2 (1.4) % Occupancy 104.0 103.4 0.6 % Total restaurant operating costs $ 1,038.3 $ 1,091.6 (4.9) % Restaurant level operating profit $ 151.5 $ 132.6 14.2 % Fifty-Two Weeks Ended Fifty-Two Weeks Ended 2025 compared to 2024 (Dollars in millions) December 28, 2025 December 29, 2024 Increase/(Decrease) Restaurant revenue $ 1,189.8 $ 1,224.3 (2.8) % Restaurant operating costs: (Percentage of Restaurant Revenue) (Basis Points) Cost of sales 23.9 % 23.9 % — Labor 36.7 39.2 (250) Other operating 17.9 17.7 20 Occupancy 8.7 8.4 30 Total restaurant operating costs 87.3 % 89.2 % (190) Restaurant level operating profit 12.7 % 10.8 % 190 Certain percentage and basis point amounts in the table above do not total due to rounding as well as restaurant operating costs being expressed as a percentage of restaurant revenue and not total revenues.
For those restaurants for which undiscounted cash flows did not exceed their carrying value, we compared the carrying amount of each restaurant to its fair value as estimated by management. Determining the fair value of the long-lived assets requires the use of estimates and assumptions and is typically determined using a discounted cash flow projection model.
For those restaurants for which undiscounted cash flows did not exceed their carrying value, we compared the carrying amount of each restaurant to its fair value as estimated by management. Determining the fair value of the long-lived assets requires the use of estimates and assumptions and is typically determined by using a discounted cash flow projection model.
The weighted average cost of capital discount factor is determined using external information such as the risk-free rate of return, industry beta factors, and premium adjustments. Management uses other market information such as market rent and discount rates, which are subject to judgment, to estimate the fair value of restaurant right of use lease assets.
The weighted average cost of capital discount factor is determined by using external information such as the risk-free rate of return, industry beta factors, and premium adjustments. Management uses other market information such as market rent and discount rates, which are subject to judgment, to estimate the fair value of restaurant right of use lease assets.
Impairment of Long-Lived Assets - Long-lived assets, including restaurant sites, leasehold improvements, other fixed assets, right of use assets, and amortizable intangible assets are reviewed when indicators of impairment are present. Expected cash flows associated with an asset are the key factor in determining the recoverability of the asset. Identifiable cash flows are measured at the restaurant-level.
Impairment of Long-Lived Assets - Long-lived assets, including restaurant sites, leasehold improvements, other fixed assets, right of use assets, and intangible assets are reviewed when indicators of impairment are present. Expected cash flows associated with an asset are the key factor in determining the recoverability of the asset. Identifiable cash flows are measured at the restaurant-level.
(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. (2) See below for a reconciliation of adjusted EBITDA, a non-GAAP measure, to Net loss.
(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. (2) See below for a reconciliation of adjusted EBITDA, a non-GAAP measure, to net income (loss).
The percentage of sales each franchisee is required to contribute could change in the future, as we expect to align contributions with spending levels, subject to compliance with the respective franchise agreement. Franchise restaurants reported an increase of 2.6% in comparable restaurant revenue in fiscal 2024 compared to a decrease of 2.3% in fiscal 2023.
The percentage of sales each franchisee is required to contribute could change in the future, as we expect to align contributions with spending levels, subject to compliance with the respective franchise agreement. Franchise restaurants reported a decrease of 2.4% in comparable restaurant revenue in fiscal 2025 compared to an increase of 2.6% in fiscal 2024.
Sales and Purchases of Equity Securities 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 and aggregate of 1,600,909 shares of our common stock, at a purchase price of $5.19 per share, resulting in $8.3 million in gross proceeds.
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 our common stock, at a purchase price of $5.19 per share, resulting in $8.3 million in gross proceeds.
The measure also excludes costs associated with selling, general, and administrative functions, pre-opening costs, as well as, impairment and other charges (gains), net because these costs are non-operating or nonrecurring and therefore not related to the ongoing operations of its restaurants.
The measure also excludes costs associated with selling, general and administrative functions, as well as other (gains) charges, net because these costs are non-operating and therefore not related to the ongoing operations of its restaurants.
Accordingly, as of December 29, 2024, 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.
As of December 28, 2025, 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.
During fiscal 2024, the Company recognized non-cash impairment charges of $32.8 million, primarily related to the impairment of the long-lived assets at 58 underperforming locations and quota state liquor licenses at three locations.
During fiscal 2025, the Company recognized non-cash impairment charges of $2.7 million, primarily related to the impairment of the long-lived assets at four underperforming locations. During fiscal 2024, the Company recognized non-cash impairment charges of $32.8 million, primarily related to impairments of long-lived assets at 58 underperforming locations and quota state liquor licenses at three locations.
Recent Accounting Pronouncements, of the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for our discussion of recently issued accounting standards. 37 Table of Contents
Recent Accounting Pronouncements, of the Notes to the Consolidated Financial Statements in Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K for our discussion of recently issued accounting standards. 36 Table of Contents
Year Ended December 29, 2024 December 31, 2023 Revenues: Restaurant revenue 98.0 % 97.8 % Franchise revenue 1.2 1.2 Other revenue 0.8 1.0 Total revenues 100.0 % 100.0 % Costs and expenses: Restaurant operating costs (1) (excluding depreciation and amortization shown separately below): Cost of sales 23.9 % 24.2 % Labor 39.2 37.2 Other operating 17.7 17.7 Occupancy 8.4 8.1 Total restaurant operating costs 89.2 87.2 Depreciation and amortization 4.6 5.1 Selling, general, and administrative expenses 9.5 9.5 Pre-opening costs — — Impairment and other charges (gains), net 2.7 (0.2) Income (loss) from operations (4.3) % 0.3 % Other expense (income): Interest expense 2.0 % 2.0 % Interest (income) and other, net (0.1) (0.1) Total other expenses, net 2.0 2.0 Loss before income taxes (6.2) (1.6) Income tax expense (benefit) — — Net loss (6.2) % (1.6) % (1) Expressed as a percentage of restaurant revenue.
Year Ended December 28, 2025 December 29, 2024 Revenues: Restaurant revenue 98.3 % 98.0 % Franchise revenue 1.2 1.2 Other revenue 0.5 0.8 Total revenues 100.0 % 100.0 % Costs and expenses: Restaurant operating costs (1) (excluding depreciation and amortization shown separately below): Cost of sales 23.9 % 23.9 % Labor 36.7 39.2 Other operating 17.9 17.7 Occupancy 8.7 8.4 Total restaurant operating costs 87.3 % 89.2 % Depreciation and amortization 4.3 4.6 General and administrative 6.4 6.6 Selling 2.6 2.9 Other (gains) charges, net 0.9 2.7 Income (loss) from operations 0.2 % (4.3) % Other (income) expense: Interest expense 2.2 % 2.0 % Interest (income) and other, net — (0.1) Total other expenses, net 2.2 % 2.0 % Income (loss) before income taxes (1.9) % (6.2) % Income tax (benefit) expense — — Net income (loss) (1.9) % (6.2) % (1) Expressed as a percentage of restaurant revenue.
Key Performance Indicators Restaurant revenue, compared to the same period in the prior year, is presented in the table below: (millions) Restaurant revenue for the fifty-three weeks ended December 31, 2023 $ 1,274.3 Change in revenue due to fifty-third week of fiscal 2023 (24.5) Change in comparable restaurant revenue (14.7) Change in non-comparable restaurant revenue (10.8) Total change (50.0) Restaurant revenue for the fifty-two weeks ended December 29, 2024 $ 1,224.3 Restaurant Data The following table details restaurant unit data for our Company-owned and franchised locations for the periods indicated: Fifty-Two Weeks Ended Fifty-Three Weeks Ended December 29, 2024 December 31, 2023 Company-owned: Beginning of period 415 414 Opened — 1 Acquired from franchisees — 5 Closed (8) (5) End of period 407 415 Franchised: Beginning of period 92 97 Opened — 1 Sold to Company — (5) Closed (1) (1) End of period 91 92 Total number of restaurants 498 507 25 Table of Contents The following table presents total Company-owned and franchised restaurants by state or province as of December 29, 2024: Company-Owned Restaurants Franchised Restaurants State: Arkansas 2 Alaska 3 Alabama 3 Arizona 18 1 California 57 Colorado 21 Connecticut 3 Delaware 5 Florida 16 Georgia 6 Iowa 5 Idaho 8 Illinois 17 Indiana 11 Kansas 5 Kentucky 4 Louisiana 1 Massachusetts 5 Maryland 11 Maine 2 Michigan 19 Minnesota 4 Missouri 8 3 Montana 1 North Carolina 17 Nebraska 4 New Hampshire 3 New Jersey 11 1 New Mexico 3 Nevada 6 New York 14 Ohio 16 3 Oklahoma 5 Oregon 15 5 Pennsylvania 11 20 Rhode Island 1 South Carolina 4 South Dakota 1 Tennessee 9 Texas 18 9 Utah 1 5 Virginia 18 Washington 37 Wisconsin 11 Province: British Columbia 11 Total 407 91 26 Table of Contents Results of Operations Operating results for each fiscal period presented below are expressed as a percentage of total revenues, except for the components of restaurant operating costs, which are expressed as a percentage of restaurant revenue.
Key Performance Indicators Restaurant revenue, compared to the same period in the prior year, is presented in the table below: (millions) Restaurant revenue for the fifty-two weeks ended December 29, 2024 $ 1,224.3 Change in comparable restaurant revenue (8.3) Change in non-comparable restaurant revenue (26.2) Total change $ (34.5) Restaurant revenue for the fifty-two weeks ended December 28, 2025 $ 1,189.8 Restaurant Data The following table details restaurant unit data for our Company-owned and franchised locations for the periods indicated: Fifty-Two Weeks Ended Fifty-Two Weeks Ended December 28, 2025 December 29, 2024 Company-owned: Beginning of period 407 415 Closed (22) (8) End of period 385 407 Franchised: Beginning of period 91 92 Closed (1) (1) End of period 90 91 Total number of restaurants, end of period 475 498 24 Table of Contents The following table presents total Company-owned and franchised restaurants by state or province as of December 28, 2025: Company-Owned Restaurants Franchised Restaurants State: Arkansas 2 Alaska 3 Alabama 3 Arizona 17 1 California 55 Colorado 21 Connecticut 3 Delaware 4 Florida 16 Georgia 6 Iowa 5 Idaho 8 Illinois 14 Indiana 10 Kansas 5 Kentucky 3 Louisiana 1 Massachusetts 5 Maryland 11 Maine 2 Michigan 19 Minnesota 3 Missouri 7 3 Montana 1 North Carolina 16 Nebraska 4 New Hampshire 3 New Jersey 7 1 New Mexico 3 Nevada 6 New York 14 Ohio 15 3 Oklahoma 5 Oregon 15 5 Pennsylvania 11 20 Rhode Island 1 South Carolina 4 South Dakota 1 Tennessee 7 Texas 16 9 Utah 1 5 Virginia 17 Washington 36 Wisconsin 11 Province: British Columbia 11 Total 385 90 25 Table of Contents Results of Operations Operating results for each fiscal period presented below are expressed as a percentage of total revenues, except for the components of restaurant operating costs, which are expressed as a percentage of restaurant revenue.
From the date of the current program approval through December 29, 2024, 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 in fiscal 2024 and $10.0 million of share repurchases during fiscal 2023.
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. The Company completed no share repurchases in fiscal 2025 or fiscal 2024.
Occupancy (In thousands, except percentages) 2024 2023 Percent Change Occupancy $ 103,359 $ 102,761 0.6 % As a percent of restaurant revenue 8.4 % 8.1 % 0.3 % Occupancy costs include fixed rents, property taxes, common area maintenance charges, general liability insurance, contingent rents, and other property costs.
Occupancy (In thousands, except percentages) 2025 2024 Percent Change Occupancy $ 103,958 $ 103,359 0.6 % As a percent of restaurant revenue 8.7 % 8.4 % 0.3 % Occupancy costs included fixed rents, property taxes, common area maintenance charges, general liability insurance, contingent rents, and other property costs.
The Company defines restaurant level operating profit to be income from operations less franchise royalties, fees and other revenue, plus impairment and other charges (gains), net, pre-opening costs, selling costs, general and administrative expenses, and depreciation and amortization.
The Company defines restaurant level operating profit to be income from operations less franchise revenue and other revenue, plus other (gains) charges, net, selling, general and administrative, and depreciation and amortization.
Interest income and other decreased by $0.4 million in fiscal 2024 primarily due to lower interest income earned on cash investments. 30 Table of Contents Income Taxes Income tax benefit was $0.1 million in fiscal 2024, compared to an income tax provision of $0.3 million in fiscal 2023.
Interest Income and Other Interest income and other decreased by $0.6 million in fiscal 2025 primarily due to lower interest income earned on cash investments. Income Tax (Benefit) Provision Income tax provision was $0.3 million in fiscal 2025, compared to an income tax benefit of $0.1 million in fiscal 2024.
For a discussion comparing our results from fiscal 2023 to fiscal 2022, refer to “Management’s Discussion and Analysis of Financial Condition 24 Table of Contents and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024.
For a discussion comparing our results from fiscal 2024 to fiscal 23 Table of Contents 2023, refer to "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 29, 2024, filed with the SEC on February 26, 2025.
(2) Finance lease obligations include interest of $1.7 million. (3) Operating lease obligations exclude variable lease costs, such as sales based contingent rent, and include interest of $175.0 million. 36 Table of Contents (4) Purchase obligations primarily include the Company's share of expected system-wide fixed price commitments for food, beverage, and restaurant supply items.
(2) Finance lease obligations included interest of $1.3 million. (3) Operating lease obligations excluded variable lease costs, such as sales-based contingent rent, and included interest of $148.9 million. (4) Purchase obligations primarily included the Company's share of expected system-wide fixed price commitments for food, beverage, and restaurant supply items.
The timing of amounts presented is estimated based on anticipated inventory needed for the Company’s restaurants and could vary due to changes in anticipated traffic counts, consumer preferences, or other factors. (5) Other non-current liabilities primarily represent the employee deferred compensation plan liability.
The timing of amounts presented is estimated based on anticipated inventory needed for the Company’s restaurants and could vary due to changes in anticipated traffic counts, consumer preferences, or other factors.
We have identified the following as the Company's most critical accounting estimates, which are most important to the portrayal of the Company's financial condition and results and require management's most subjective and complex judgment.
We have identified the following as the Company's most critical accounting estimates, which are most important to the portrayal of the Company's financial condition and results and require management's most subjective and complex judgment. Information regarding the Company's other significant accounting policies is disclosed in Note 1.
Information regarding the Company's other significant accounting policies is disclosed in Note 1, Description of Business and Summary of Significant Accounting Policies , of the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
Description of Business and Summary of Significant Accounting Policies, of the Notes to the Consolidated Financial Statements in Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
Depreciation and Amortization (In thousands, except percentages) 2024 2023 Percent Change Depreciation and amortization $ 57,729 $ 66,190 (12.8) % As a percent of total revenues 4.6 % 5.1 % (0.5) % Depreciation and amortization includes depreciation on capital expenditures for restaurants and corporate assets as well as amortization of reacquired franchise rights, leasehold interests, and certain liquor licenses.
Depreciation and Amortization (In thousands, except percentages) 2025 2024 Percent Change Depreciation and amortization $ 51,120 $ 57,729 (11.4) % As a percent of total revenues 4.3 % 4.6 % (0.3) % 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.
Treasury securities, or the Alternate Base Rate, 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.
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. For additional information regarding our Credit Facility, see Note 8.
Components of this category include marketing and advertising costs, our Restaurant Support Center, regional, and franchise support salaries and benefits; travel; professional and consulting fees; corporate information systems; legal expenses; office rent; training; and Board of Directors' expenses. Selling, general, and administrative expense decreased $5.7 million, or 4.6% in fiscal 2024 as compared to fiscal 2023.
Components of this category included our 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. 28 Table of Contents General and administrative expenses decreased $5.5 million or 6.7% in fiscal 2025 as compared to fiscal 2024.
Other Operating (In thousands, except percentages) 2024 2023 Percent Change Other operating $ 216,242 $ 224,999 (3.9) % As a percent of restaurant revenue 17.7 % 17.7 % — % Other operating costs include costs such as equipment repairs and maintenance costs, restaurant supplies, utilities, restaurant technology, and other miscellaneous costs.
Other Operating (In thousands, except percentages) 2025 2024 Percent Change Other operating $ 213,187 $ 216,242 (1.4) % As a percent of restaurant revenue 17.9 % 17.7 % 0.2 % Other operating costs included costs such as equipment repairs and maintenance costs, restaurant supplies, utilities, restaurant technology, and other miscellaneous costs.
Adjusted EBITDA and adjusted income (loss) per share-diluted exclude the impact of non-operating or nonrecurring items including changes in estimate, asset impairments, litigation contingencies, gains (losses) on debt extinguishment, restaurant and office closure costs, gains on sale leaseback transactions, severance and executive transition costs, and other non-recurring, non-cash or discrete items; net of income tax impacts.
Adjusted Net Income (loss) Per Diluted Share We define adjusted net income (loss) per diluted share as net income (loss) excluding 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; net of income tax impacts.
In fiscal 2024, depreciation and amortization expense as a percentage of revenue decreased 50 basis points as compared to fiscal 2023. The decrease is primarily due to asset impairments, restaurant closures and sale-leaseback transactions reducing the depreciable asset base.
Depreciation and amortization expense as a percentage of revenue decreased 30 basis points in fiscal 2025 compared to fiscal 2024. The decrease was primarily due to asset impairments and restaurant closures, both of which reduced the depreciable asset base.
Impairment and Other Charges (Gains), net, of the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Interest Expense and Interest Income Interest expense in fiscal 2024 and 2023 was $25.3 million and $26.6 million, respectively.
Other (Gains) Charges, net and Note 9. Fair Value Measurements of the Notes to the Consolidated Financial Statements in Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K. Interest Expense Interest expense in fiscal years 2025 and 2024 were $26.0 million and $25.3 million, respectively.
Our discussion for fiscal 2022, which ended on December 25, 2022, refers to a 52-week period. The following discussion comparing our results in fiscal 2024 and fiscal 2023 refers to the fifty-two weeks ended, and fifty-three weeks ended, December 29, 2024 and December 31, 2023, respectively.
Our discussion for fiscal 2024, which ended December 29, 2024, also referred to a 52-week period. The following discussion comparing our results in fiscal years 2025 and 2024 referred to the fifty-two weeks ended December 28, 2025 and December 29, 2024, respectively.
Overview Description of Business Red Robin Gourmet Burgers, Inc., a Delaware corporation, together with its subsidiaries ("Red Robin," "we," "us," "our" or the "Company"), primarily operates, franchises, and develops casual dining restaurants with 498 locations in North America. As of December 29, 2024, the Company operated 407 Company-owned restaurants located in 39 states.
Overview 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 475 locations in North America.
Impairment and Other Charges (Gains), net (In thousands, except percentages) 2024 2023 Asset impairment and restaurant closure costs, net $ 34,080 $ 12,192 Gain on sale of restaurant property (7,425) (29,543) Severance and executive transition 1,181 3,419 Litigation contingencies 1,037 9,140 Asset disposal and other, net 4,975 2,129 Impairment and other charges (gains), net $ 33,848 $ (2,663) During fiscal 2024, the Company closed eight locations and is evaluating alternatives for approximately 70 underperforming restaurant locations, including closure upon expiration of the current lease term.
Other (Gains) Charges, net (In thousands) 2025 2024 Asset impairment and restaurant closure costs, net $ 2,785 $ 34,080 Gain on sale of restaurant property (1,127) (7,425) Severance and executive transition 2,181 1,181 Litigation contingencies 2,198 1,037 Asset disposal and other, net 4,426 4,975 Other (gains) charges, net $ 10,463 $ 33,848 During fiscal 2025, the Company closed 22 locations and is continuing to evaluate alternatives for our remaining underperforming restaurant locations, including closure upon expiration of the current lease term.
Cost of Sales (In thousands, except percentages) 2024 2023 Percent Change Cost of sales $ 292,392 $ 308,962 (5.4) % As a percent of restaurant revenue 23.9 % 24.2 % (0.3) % Cost of sales, which comprises food and beverage costs, is variable and generally fluctuates with sales volume.
Cost of Sales (In thousands, except percentages) 2025 2024 Percent Change Cost of sales $ 283,883 $ 292,392 (2.9) % As a percent of restaurant revenue 23.9 % 23.9 % — % Cost of sales, which was comprised of food and beverage costs, was variable and generally fluctuated with sales volume.
In fiscal 2024, occupancy costs as a percentage of restaurant revenue increased 30 basis points compared to fiscal 2023.
Occupancy costs as a percentage of restaurant revenues increased 30 basis points in fiscal 2025 compared to fiscal 2024, primarily due to increased general liability insurance reserves.
Investing Cash Flows Net cash flows used in investing activities was $1.7 million in fiscal 2024 as compared to net cash provided by investing activities of $8.2 million in fiscal 2023.
Investing Cash Flows Net cash flows used in investing activities were $24.6 million in fiscal 2025 as compared to net cash used in investing activities of $1.7 million in fiscal 2024.
The comparable restaurant revenue decrease was driven by a 5.9% decrease in Guest count, partially offset by a 4.6% increase in average Guest check. The increase in average Guest check resulted from a 7.3% increase in menu pricing, partially offset by a 0.9% decrease in discounts and a 1.8% decrease in menu mix.
Excluding the change in deferred loyalty revenue, comparable restaurant revenue decreased by 0.3%, driven by a 3.8% decrease in guest count, partially offset by a 3.5% increase in average guest check. The increase in average guest check was driven by a 4.2% net price increase, offset partially by a 0.7% decrease in menu mix.
Selling, General, and Administrative expenses (In thousands, except percentages) 2024 2023 Percent Change Selling, general, and administrative expenses $ 118,440 $ 124,130 (4.6) % As a percent of total revenues 9.5 % 9.5 % — % Selling, general, and administrative costs include all corporate and administrative functions.
General and Administrative Expenses (In thousands, except percentages) 2025 2024 Percent Change General and administrative $ 76,254 $ 81,721 (6.7) % As a percent of total revenues 6.4 % 6.6 % (0.2) % General and administrative costs include all corporate and administrative functions.
The following table lists the components of our capital expenditures for each fiscal year presented (in thousands): Year Ended 2024 2023 Restaurant improvement capital and other $ 16,219 $ 22,160 Investment in technology, infrastructure, and other 9,815 16,778 Donatos ® expansion — 8,620 New restaurants and restaurant refreshes — 1,882 Total capital expenditures $ 26,034 $ 49,440 Restaurant improvement capital and other consists of capital equipment for our restaurants.
The following table lists the components of our capital expenditures for each fiscal year presented (in thousands): Fiscal Year 2025 2024 Restaurant improvement capital and other (1) $ 17,097 $ 16,219 Investment in technology, infrastructure, and other (2) 13,687 9,815 Total capital expenditures $ 30,784 $ 26,034 (1) Restaurant improvement capital and other consisted of capital equipment for our restaurants.
Borrowings included within the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Covenants 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 total net leverage ratio covenant.
Debt Covenants 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 total net leverage ratio covenant. As of December 28, 2025, we were in compliance with all debt covenants.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 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 consolidated financial statements. The Company's fiscal year ends on the last Sunday of each calendar year.
Management's Discussion and Analysis of Financial Condition and Results of Operations 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 Consolidated Financial Statements and Notes to Consolidated Financial Statements included in Part II, Item 8 - Financial Statements and Supplementary Data of this report.
Most of our fiscal years have 52 weeks; however, we experience a 53rd week once every five to six years. Our discussion for fiscal 2024, which ended on December 29, 2024, refers to a 52-week period. Our discussion for fiscal 2023, which ended December 31, 2023, refers to a 53-week period, with the fifty-third week occurring in the fourth quarter.
The Company's fiscal year ends on the last Sunday of each calendar year. Most of our fiscal years have 52 weeks; however, we experience a 53rd week once every five to six years. Our discussion for fiscal 2025, which ended on December 28, 2025, referred to a 52-week period.
The fifty-third week in fiscal 2023 contributed approximately $24.5 million in restaurant revenue. Of the remaining $25.5 million decrease, $14.7 million, or 1.2%, was due to a decrease in comparable restaurant revenue and the remaining $10.8 million decrease was due to non-comparable restaurants, primarily attributed to the closure of eight 27 Table of Contents locations during fiscal 2024.
Of the $34.5 million decrease, $8.3 million, or 0.7% including the change in recognition of 26 Table of Contents deferred loyalty revenue, was due to a decrease in comparable restaurant revenue and the remaining $26.2 million decrease was due to non-comparable restaurants, primarily attributed to the closure of 22 locations during fiscal 2025.
The Company also had 91 franchised restaurants in 13 states and one Canadian province as of December 29, 2024. The Company operates its business as one (1) operating and one (1) reportable segment. Our primary source of revenue is from the sale of food and beverages at Company-owned restaurants. We also earn revenue from royalties and fees from franchised restaurants.
Our primary source of revenue is from the sale of food and beverages at Company-owned restaurants. We also earn revenue from royalties and fees from franchised restaurants.
Highlights for Fiscal 2024 Compared to Fiscal 2023 • Total revenues are $1.25 billion, a decrease of $54.5 million due in part to the 53rd week in fiscal 2023. • Comparable restaurant revenue (1) decreased 1.2% • Net loss is $77.5 million, as compared to a net loss of $21.2 million during 2023. • Adjusted EBITDA (2) is $38.8 million, a 43.7% decrease.
Highlights for Fiscal 2025 Compared to Fiscal 2024 • Total revenues were $1.21 billion, a decrease of $38.3 million from fiscal 2024. • Comparable restaurant revenue (1) decreased 0.3% from fiscal 2024, excluding a 0.4% unfavorable impact of deferred loyalty revenue. • Net loss was $23.3 million, as compared to a net loss of $77.5 million in fiscal 2024. • Adjusted EBITDA (2) was $69.7 million, a 52.8% increase from fiscal 2024.
As of December 29, 2024, the Company had approximately $50.7 million in liquidity, including cash and cash equivalents and available borrowing capacity under its credit facility.
Liquidity and Capital Resources Cash and cash equivalents, and restricted cash decreased $9.9 million to $29.5 million on December 28, 2025, from $39.4 million at the beginning of the fiscal year. As of December 28, 2025, the Company had approximately $56.9 million in liquidity, including cash and cash equivalents and available borrowing capacity under its credit facility.
Cash Flows The table below summarizes our cash flows from operating, investing, and financing activities for each fiscal year presented (in thousands): Year Ended 2024 2023 Net cash provided by (used in) operating activities $ 7,047 $ (1,157) Net cash provided by (used in) investing activities (1,747) 8,226 Net cash provided by (used in) financing activities 2,536 (33,712) Effect of exchange rate changes on cash — 2 Net change in cash and cash equivalents, and restricted cash $ 7,836 $ (26,641) 34 Table of Contents Operating Cash Flows Net cash flows provided by operating activities increased $8.2 million to $7.0 million in fiscal 2024 as compared to net cash used in operating activities of $1.2 million in fiscal 2023.
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. 33 Table of Contents Cash Flows The table below summarizes our cash flows from operating, investing, and financing activities for each fiscal year presented (in thousands): Fiscal Year 2025 2024 Net cash provided by (used in) operating activities $ 37,008 $ 7,047 Net cash provided by (used in) investing activities (24,618) (1,747) Net cash provided by (used in) financing activities (22,252) 2,536 Effect of exchange rate changes on cash — — Net change in cash and cash equivalents, and restricted cash $ (9,862) $ 7,836 Operating Cash Flows Net cash flows provided by operating activities increased $30.0 million to $37.0 million in fiscal 2025 as compared to net cash provided by operating activities of $7.0 million in fiscal 2024.
The $1.3 million decrease was primarily due to the net paydown of debt with the proceeds from the sale-leaseback transactions, partially offset by an increase in the weighted average interest rate to 13.6% in fiscal 2024 compared to 12.7% in fiscal 2023. Average outstanding debt in fiscal 2024 and 2023 was $187.8 million and $205.6 million, respectively.
The $0.7 million increase was primarily due to an increase in the weighted average interest rate to 14.2% in fiscal 2025 compared to 13.6% in fiscal 2024. Average outstanding debt in fiscal years 2025 and 2024 was $180.9 million and $187.8 million, respectively.
Previously reported results will be revised to reflect the new presentation. 32 Table of Contents The following table summarizes net loss, and EBITDA and adjusted EBITDA for the periods presented: Fifty-Two Weeks Ended Fifty-Three Weeks Ended December 29, 2024 December 31, 2023 Net loss as reported $ (77,541) $ (21,228) Interest expense, net 24,805 25,796 Income tax provision (benefit) (90) 310 Depreciation and amortization 57,729 66,190 EBITDA 4,903 71,068 Gift card breakage — 480 Impairment and other charges (gains), net: Asset impairment and restaurant closure costs, net 34,080 12,192 Gain on sale of restaurant property (7,425) (29,543) Severance and executive transition 1,181 3,419 Litigation contingencies 1,037 9,140 Asset disposal and other, net 4,975 2,129 Adjusted EBITDA $ 38,751 $ 68,885 Stock-based compensation expense 6,889 6,804 Adjusted EBITDA excluding Stock-based compensation expense (1) $ 45,640 $ 75,689 (1) Beginning in the first quarter of fiscal 2025, the Company intends to revise its definition of Adjusted EBITDA to exclude noncash stock-based compensation expense.
The following table reconciles net income (loss) to adjusted EBITDA in thousands for the period presented: 31 Table of Contents Fifty-Two Weeks Ended Fifty-Two Weeks Ended December 28, 2025 December 29, 2024 Net income (loss) as reported $ (23,284) $ (77,541) Interest expense, net (1) 25,607 24,805 Income tax (benefit) provision 258 (90) Depreciation and amortization 51,120 57,729 EBITDA $ 53,701 $ 4,903 Stock-based compensation expense (2) $ 5,573 $ 6,889 Other (gains) charges, net: Asset impairment and restaurant closure costs, net $ 2,785 $ 34,080 Gain on sale of restaurant property (1,127) (7,425) Severance and executive transition 2,181 1,181 Litigation contingencies 2,198 1,037 Asset disposal and other, net 4,426 4,975 Adjusted EBITDA $ 69,737 $ 45,640 (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 Consolidated Statements of Operations and Comprehensive Income (Loss).
During fiscal 2023, the Company recognized non-cash impairment charges of $9.1 million, primarily related to the impairment of long-lived assets at 19 underperforming locations and quota state liquor licenses at three locations. For further information on Impairment and other charges (gains) line items, refer to Note 4.
The Company recognized non-cash impairment charges of $2.7 million, which were primarily associated with this review of underperforming locations. During fiscal 2024, the Company closed eight underperforming locations. The Company recognized non-cash impairment charges of $32.8 million, primarily associated with the review of underperforming locations. For further information on other (gains) charges line items, refer to Note 4.
Adjusted EBITDA and Adjusted income (loss) per share-diluted are supplemental measures of our performance that are not required by or presented in accordance with GAAP. We believe these non-GAAP measures give the reader additional insight into the ongoing operational results of the Company, and are intended to supplement the presentation of the Company's financial results in accordance with GAAP.
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 decrease was primarily driven by menu price increases and implementation of various cost savings initiatives, partially offset by commodity inflation. 28 Table of Contents Labor (In thousands, except percentages) 2024 2023 Percent Change Labor $ 479,631 $ 473,538 1.3 % As a percent of restaurant revenue 39.2 % 37.2 % 2.0 % Labor costs include restaurant-level hourly wages and management salaries as well as related taxes and benefits.
Cost of sales as a percentage of restaurant revenue was unchanged compared to the same period in fiscal 2024, primarily due to benefits from pricing and cost saving implementations that were offset by inflation. 27 Table of Contents Labor (In thousands, except percentages) 2025 2024 Percent Change Labor $ 437,242 $ 479,631 (8.8) % As a percent of restaurant revenue 36.7 % 39.2 % (2.5) % Labor costs included restaurant-level hourly wages and management salaries as well as related taxes and benefits.
Credit Facility On March 4, 2022, the Company entered into a credit agreement (as amended, the "Credit Agreement"), which provides for a Senior Secured Term Loan and Revolving Credit Facility (the "Credit Facility"). The Credit Agreement's interest rate references the Secured Overnight Financing Rate ("SOFR"), a new index calculated by short-term repurchase agreements and backed by U.S.
As of December 28, 2025, the Company 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.
Financing Cash Flows Net cash flows provided by financing activities increased to $2.5 million in fiscal 2024 as compared to net cash used in financing activities of $33.7 million in fiscal 2023.
(2) Investment in 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 used in financing activities was $22.3 million in fiscal 2025 as compared to net cash provided by financing activities of $2.5 million in fiscal 2024.
Fifty-Two Weeks Ended Fifty-Three Weeks Ended 2024 compared to 2023 (Dollars in millions) December 29, 2024 December 31, 2023 Increase/(Decrease) Restaurant revenue $ 1,224.3 $ 1,274.3 (3.9) % Restaurant operating costs: (Percentage of Restaurant Revenue) (Basis Points) Cost of sales 23.9 % 24.2 % (30) Labor 39.2 37.2 200 Other operating 17.7 17.7 — Occupancy 8.4 8.1 30 Total Restaurant Operating Costs 89.2 % 87.2 % 200 Restaurant Level Operating Profit 10.8 % 12.9 % (210) Certain percentage and basis point amounts in the table above do not total due to rounding as well as restaurant operating costs being expressed as a percentage of restaurant revenue and not total revenues. 31 Table of Contents The following table summarizes net loss and loss per diluted share, and adjusted loss per diluted share for the periods presented: Fifty-Two Weeks Ended Fifty-Three Weeks Ended (Dollars and shares in thousands, except per share amounts) December 29, 2024 December 31, 2023 Net loss as reported $ (77,541) $ (21,228) Loss per share - diluted: Net loss as reported $ (4.93) $ (1.34) Gift card breakage — 0.03 Impairment and other charges (gains), net: Asset impairment and restaurant closure costs, net 2.17 0.77 Gain on sale of restaurant property (0.47) (1.87) Severance and executive transition 0.08 0.22 Litigation contingencies 0.07 0.58 Asset disposal and other, net 0.32 0.13 Income tax effect (0.58) 0.04 Adjusted loss per share - diluted $ (3.34) $ (1.44) Stock-based compensation expense 0.44 0.43 Adjusted loss per share excluding Stock-based compensation expense (1) $ (2.90) $ (1.01) Weighted average shares outstanding Basic 15,736 15,835 Diluted 15,736 15,835 (1) Beginning in the first quarter of fiscal 2025, the Company intends to revise its definition of Adjusted Net income (loss) to exclude noncash stock-based compensation expense.
The following table reconciles net income (loss) per share - diluted to adjusted net income (loss) per share - diluted: 32 Table of Contents Fifty-Two Weeks Ended Fifty-Two Weeks Ended (Dollars and shares in thousands, except per share amounts) December 28, 2025 December 29, 2024 Net income (loss) as reported $ (23,284) $ (77,541) Income (loss) per share - diluted: Net income (loss) as reported $ (1.31) $ (4.93) Stock-based compensation expense (1) 0.31 0.44 Other (gains) charges, net: Asset impairment and restaurant closure costs, net 0.16 2.17 Gain on sale of restaurant property (0.06) (0.47) Severance and executive transition 0.12 0.08 Litigation contingencies 0.12 0.07 Asset disposal and other, net 0.25 0.32 Income tax effect (2) (0.23) (0.69) Adjusted net income (loss) per share - diluted $ (0.64) $ (3.01) Weighted average shares outstanding Basic 17,789 15,736 Diluted (3) 17,789 15,736 (1) Consisted of compensation expense associated with stock-based awards including phantom performance awards that may be settled in stock or cash at the Company's option.
Revenues Year Ended (Revenues in thousands) 2024 2023 Percent Change Restaurant revenue $ 1,224,254 $ 1,274,294 (3.9) % Franchise revenue 14,941 15,867 (5.8) % Other revenue 9,365 12,885 (27.3) % Total revenues $ 1,248,560 $ 1,303,046 (4.2) % Average weekly net sales volumes in Company-owned restaurants $ 57,403 $ 59,454 (3.5) % Total operating weeks 21,344 21,643 (1.4) % Restaurant revenue, which comprises primarily food and beverage sales, decreased $50.0 million in fiscal 2024, or 3.9%, as compared to fiscal 2023.
Revenues (Revenues in thousands) 2025 2024 Percent Change Restaurant revenue $ 1,189,780 $ 1,224,254 (2.8) % Franchise revenue 14,076 14,941 (5.8) Other revenue 6,369 9,365 (32.0) Total revenues $ 1,210,225 $ 1,248,560 (3.1) % Average weekly net sales volumes in Company-owned restaurants (1) $ 57,605 $ 57,403 0.4 % Total operating weeks 20,654 21,344 (3.2) % (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.
General and administrative expenses decreased $7.6 million or 8.5% in fiscal 2024 as compared to fiscal 2023.
Restaurant revenue, which was comprised primarily of food and beverage sales, decreased $34.5 million in fiscal 2025, or 2.8%, as compared to fiscal 2024.
The decrease in investing cash flows is primarily due to reduced proceeds from sale-leaseback transactions and real estate sales in fiscal 2024 as compared to fiscal 2023, partially offset by a reduction in capital expenditures in the current fiscal year.
The $22.9 million decrease in investing cash flows was primarily due to an increase in capital expenditures and lower proceeds from the sale of restaurant locations in the current year.
The decrease in fiscal 2024 as compared to fiscal 2023 was primarily driven by a reduction in compensation costs due to reduced incentive compensation accruals and headcount reductions and lower legal fees, partially offset by costs associated with the 2024 Managing Partner conference. 29 Table of Contents Selling expenses increased $1.9 million or 5.6% in fiscal 2024 as compared to fiscal 2023.
The decrease in fiscal 2025 as compared to fiscal 2024 was primarily related to a reduction in team member costs associated with lower headcount and cost incurred for annual partner recognition events in the prior year. This decrease was partially offset by higher accrued incentive compensation expense due to the Company's improved financial performance.
Labor as a percentage of restaurant revenue increased 200 basis points in fiscal 2024 as compared to fiscal 2023. The increase was primarily driven by additional costs in hourly and management labor, increased incentive compensation related to the new Managing Partner bonus plan and higher workers compensation and group health insurance expense.
Labor as a percentage of restaurant revenue decreased 250 basis points in fiscal 2025 as compared to fiscal 2024. The decrease was primarily driven by ongoing efforts to increase hourly and management labor efficiency, reduced turnover, and benefit from menu price increases, partially offset by wage inflation and deleverage from reduced guest counts.
The decrease in menu mix was primarily driven by Guests shifting visits from third party delivery platforms with elevated menu prices, to dine in visits at standard menu prices, and greater incidence of promotional menu items offered at reduced prices. Dine-in sales comprised 77.0% of total food and beverage sales in fiscal 2024, as compared to 76.3% in fiscal 2023.
The decrease in menu mix was primarily driven by guests' adoption of our new value offering and growth in our catering business that contributes to a lower average guest check when compared to our other channels. Dine-in sales comprised 75.6% of total food and beverage sales in fiscal 2025, as compared to 77.0% in fiscal 2024.
Removed
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. Franchise revenue primarily includes royalty income and advertising fund contributions. Franchise revenue decreased $0.9 million, or 5.8%, in fiscal 2024 compared to fiscal 2023.
Added
As of December 28, 2025, the Company operated 385 Company-owned restaurants located in 39 states. The Company also had 90 franchised restaurants in 13 states and one Canadian province as of December 28, 2025. The Company operated its business as one operating and one reportable segment.
Removed
Franchise revenue declined primarily due to a reduction in the percentage of sales each franchisee is required to contribute to support selling activities in the second half of fiscal 2024 in line with the reduction in overall selling expense.
Added
Franchise revenue primarily included royalty income and advertising fund contributions. Franchise revenue decreased $0.9 million, or 5.8%, in fiscal 2025 compared to fiscal 2024, driven by a decrease in the franchisee contribution rate for marketing programs and lower franchise royalties, offset partially by transfer fee revenue earned in conjunction with a franchisee to franchisee sale.
Removed
Other revenue primarily comprises gift card breakage, which represents the value associated with the portion of gift cards sold that are unlikely to be redeemed, licensing income, and recycling income. The reduction in other revenue in fiscal 2024 compared to fiscal 2023 primarily relates to a reduction in gift card breakage revenue and recycling income.
Added
Other revenue decreased by $3.0 million, or 32.0% in fiscal 2025 compared to fiscal 2024. The reduction in other revenue in fiscal 2025 compared to fiscal 2024 was primarily related to lower gift card breakage in the current year.
Removed
Cost of sales as a percentage of restaurant revenue decreased 30 basis points in fiscal 2024 as compared to fiscal 2023.
Added
Other operating costs as a percentage of restaurant revenue increased 20 basis points in fiscal 2025 as compared to fiscal 2024. The increase was primarily driven by higher third party commission expenses associated with the increase in third party delivery sales and deleverage from reduced guest counts, partially offset by the benefit of menu price increases.
Removed
Other operating costs as a percentage of restaurant revenue is unchanged compared to the same period in fiscal 2023.
Added
The increase also reflected deleverage resulting from lower restaurant sales driven by reduced guest counts, partially offset in part by menu price increases and reduced costs associated with the closure of 22 locations in fiscal 2025.
Removed
The increase is due primarily to the impact of fixed rents associated with the sale-leaseback of 18 locations and the acquisition of five restaurants from a franchisee in the second quarter of fiscal 2023, offset in part by reduced general liability insurance expense.
Added
Selling Expenses (In thousands, except percentages) 2025 2024 Percent Change Selling $ 31,328 $ 36,719 (14.7) % As a percent of total revenues 2.6 % 2.9 % (0.3) % Selling costs were comprised of all marketing and advertising costs and decreased $5.4 million or 14.7% in fiscal 2025 as compared to fiscal 2024.
Removed
The increase resulted from higher menu, marketing and related production costs in fiscal 2024.
Added
The decrease was primarily driven by intentionally reducing paid media spend in the first half of the current fiscal year as we developed our new marketing strategy that launched in the third quarter of fiscal 2025.
Removed
Pre-opening Costs (In thousands, except percentages) 2024 2023 Percent Change Pre-opening costs $ — $ 587 (100.0) % As a percent of total revenues — % — % — % Pre-opening costs, which are expensed as incurred, comprise the costs related to preparing restaurants to introduce Donatos ® and other initiatives, as well as direct costs, including labor, occupancy, training, and marketing, incurred related to opening new restaurants and hiring the initial work force.
Added
Our effective tax rate was 1.1% in fiscal 2025 as compared to a 0.1% benefit in fiscal 2024. The taxes recognized are 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.
Removed
Our pre-opening costs fluctuate from period to period, depending upon, but not limited to, the number of restaurants where Donatos ® has been introduced, the number of restaurant openings, the size of the restaurants being opened, and the location of the restaurants.
Added
Non-GAAP Financial Measures In addition to the results provided in accordance with accounting principles generally accepted in the United States of America ("GAAP"), we provide certain non-GAAP measures, which present operating results on an adjusted basis.
Removed
Pre-opening costs for any period will typically include expenses associated with restaurants opened during the period as well as expenses related to restaurants opening in subsequent periods. We did not open any new restaurants or roll out any Donatos® locations during fiscal 2024. We opened one restaurant and completed the rollout of 25 Donatos® locations during fiscal 2023.
Added
These are supplemental measures of performance that are not required by or presented in accordance with GAAP and include the following: (i) Restaurant level operating profit, (ii) net income (loss) before interest expense, income taxes, and depreciation and amortization ("EBITDA"), (iii) adjusted EBITDA, and (iv) adjusted net income (loss) per diluted share. 29 Table of Contents We believe that our use of non-GAAP financial measures permits investors to assess the operating performance of our business relative to our performance based on GAAP results and relative to other companies within the restaurant industry by isolating the effects of certain items that may vary from period to period without correlation to core operating performance or that vary widely among similar companies.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk Under our Credit Facility, we are exposed to market risk from changes in interest rates on borrowings. Borrowings under the Credit Facility are subject to rates based on SOFR plus a spread based on leverage or a base rate plus a spread based on leverage.
Biggest changeITEM 7A. Quantitative and Qualitative Disclosures About Market Risk This market risk discussion contains forward-looking statements. Actual results may differ materially from discussion based upon general market conditions and changes in domestic and global financial markets. Interest Rate Risk Under our Credit Facility, we are exposed to market risk from changes in interest rates on borrowings.
We believe that substantially all of our food and supplies meeting our specifications are available from alternate sources, which we have identified to diversify our supply chain to mitigate our overall commodity risk. We may or may not have the ability to increase menu prices, or vary menu items, in response to commodity price increases.
We believe that substantially all of our food and supplies meeting our specifications are available from alternate sources, which we have identified to diversify our supply chain to mitigate our overall commodity risk. We may or may not have the ability to increase menu prices, or vary menu items, in response to commodity price increases. 37 Table of Contents
To manage this risk in part, we enter into fixed-price purchase commitments for certain commodities. As of December 29, 2024, approximately 42% of our estimated annual food and beverage purchases were covered by fixed price contracts, most of which are scheduled to expire at various times through the end of 2025.
To manage this risk in part, we enter into fixed-price purchase commitments for certain commodities. As of December 28, 2025, approximately 53% of our estimated annual food and beverage purchases were covered by fixed price contracts, most of which are scheduled to expire at various times through the end of 2026.
A 1.0% change in the effective interest rate applied to these loans would have resulted in pre-tax interest expense fluctuation of $1.9 million on an annualized basis.
As of December 28, 2025, we had $170.2 million of borrowings subject to variable interest rates. A 1.0% change in the effective interest rate applied to these loans would have resulted in pre-tax interest expense fluctuation of $1.7 million on an annualized basis.
The base rate is 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 December 29, 2024, we had $189.5 million of borrowings subject to variable interest rates.
Borrowings under the Credit Facility are subject to rates based on SOFR plus a spread based on leverage or a base rate plus a spread based on leverage. The base rate is 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.
Removed
A 1.0% increase in food and beverage costs would negatively impact cost of sales by approximately $2.9 million on an annualized basis. 38 Table of Contents

Other RRGB 10-K year-over-year comparisons