[8-K] Brinker International, Inc. Reports Material Event

Rhea-AI Filing Summary

Brinker International, Inc. furnished an 8-K disclosing three material items: a press release announcing fourth-quarter fiscal 2025 results and guidance for fiscal 2026, a leadership change at Maggiano's, and an expansion of the company's share repurchase authority.

The Board authorized up to an additional $400.0 million of common stock repurchases, resulting in $507.0 million of available authority under the existing repurchase program; the program is open-ended and does not obligate the company to buy any specific amount. Dominique Bertolone, Senior Vice President and President of Maggiano's, departed on August 7, 2025, and CEO Kevin Hochman will serve as interim President of Maggiano's while continuing as CEO and President of Chili's. A press release dated August 13, 2025 with results and fiscal 2026 guidance is attached as Exhibit 99.1.

Positive

• Board authorized an additional $400.0 million for share repurchases, increasing total repurchase authority to $507.0 million
• Interim leadership continuity at Maggiano's as CEO Kevin Hochman will serve as interim President while retaining CEO responsibilities

Negative

• Departure of Dominique Bertolone, Senior Vice President and President of Maggiano's, which represents a leadership vacancy at that business unit
• Repurchase Program does not obligate purchases; authorization increases capacity but does not guarantee buybacks will occur

Insights

Financial Analyst

TL;DR Board approved a material $400M incremental buyback, expanding repurchase capacity to $507M; capital return prioritized while earnings released separately.

The additional $400.0 million authorization increases total available repurchase authority to $507.0 million, providing the company flexibility to return capital to shareholders under an open-ended program that may be suspended or modified. The filing references a press release reporting fourth-quarter fiscal 2025 results and guidance for fiscal 2026 (Exhibit 99.1), but the 8-K itself furnishes only the notice of that release rather than financial line-item detail. For investors, the enlarged repurchase capacity is a clear corporate action to manage share count and support per-share metrics, while timing and execution remain at management's discretion.

Corporate Governance Expert

TL;DR Departure of Maggiano's president creates an interim leadership arrangement with the CEO assuming additional operational duties.

Dominique Bertolone's departure as Senior Vice President and President of Maggiano's on August 7, 2025 is a material personnel change disclosed under Item 5.02. The company appointed CEO Kevin Hochman as interim President of Maggiano's; the filing notes he also serves as President of Chili's. This centralization of roles is disclosed factually but raises governance considerations about management bandwidth and succession planning. The filing does not provide further detail on permanent replacement plans or operational impacts at Maggiano's.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2025

BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

DE

1-10275

75-1914582

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

3000 Olympus Blvd

Dallas

TX

75019

(Address of principal executive offices)

(Zip Code)

(972)

980-9917

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, $0.10 par value

EAT

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 2 – FINANCIAL INFORMATION

Item 2.02. Results of Operations and Financial Conditions.

The information contained under this Item 2.02 in this Current Report on Form 8-K, including the Exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

On August 13, 2025, Brinker International, Inc. (the “Company”) issued a Press Release announcing its fourth quarter of fiscal 2025 results and guidance for fiscal 2026. A copy of the Press Release is attached hereto as Exhibit 99.1.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Dominique Bertolone, who served as a Senior Vice President of the Company and President of Maggiano’s, departed the Company on August 7, 2025. Kevin Hochman, the Company’s Chief Executive Officer and President, will serve as interim President of Maggiano’s. Mr. Hochman also serves as President of Chili’s.

SECTION 8 - OTHER EVENTS

Item 8.01. Other Events.

On August 11, 2025, the Board of Directors of the Company authorized the repurchase of up to an additional $400.0 million in shares of the Company’s common stock under the Company’s existing share repurchase program (the “Repurchase Program”), allowing for a total available authority of $507.0 million under the program. The Repurchase Program does not obligate the Company to acquire any particular amount of common stock. The authorization under the Repurchase Program has an open-ended term, but it may be suspended, modified or discontinued at any time.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated August 13, 2025.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			BRINKER INTERNATIONAL, INC., a Delaware corporation
Dated: August 13, 2025			By:						/S/ KEVIN D. HOCHMAN
									Kevin D. Hochman,
									President and Chief Executive Officer
									of Brinker International, Inc.
									and President of Chili’s Grill & Bar and Maggiano's Little Italy
									(Principal Executive Officer)

FAQ

What share repurchase authorization did Brinker (EAT) approve?

The Board authorized an additional $400.0 million of common stock repurchases, bringing total available authority to $507.0 million under the existing repurchase program.

Does the new repurchase authorization obligate Brinker to buy shares?

No. The filing states the Repurchase Program does not obligate the Company to acquire any particular amount of common stock and the authorization is open-ended but may be suspended, modified, or discontinued.

Who departed Brinker and when?

Dominique Bertolone, who served as Senior Vice President and President of Maggiano's, departed the Company on August 7, 2025.

Who will lead Maggiano's after the departure?

Kevin Hochman, the Company's Chief Executive Officer and President, will serve as interim President of Maggiano's; he also serves as President of Chili's.

Did Brinker release earnings or guidance in this filing?

The company issued a press release announcing fourth-quarter fiscal 2025 results and guidance for fiscal 2026; that press release is furnished as Exhibit 99.1 to the 8-K.