EAT Insider Sale: Kevin Hochman Disposes of 44,000 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Kevin Hochman, President & CEO and director of Brinker International (EAT), sold 44,000 shares of Brinker common stock on 08/27/2025 under a previously adopted Rule 10b5-1 trading plan. The Form 4 reports a weighted average sale price of $157.82 per share, with individual transaction prices ranging from $156.16 to $161.18. After the disclosed sales, the reporting person beneficially owned 212,867 shares, held directly.

The filing notes the trades were executed pursuant to the 10b5-1 plan adopted on March 6, 2025, and the reporting person offers to provide details on the number of shares sold at each price within the disclosed range upon request.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating pre-arranged sale timing
• Full disclosure of weighted average price and price range ($156.16–$161.18) enhances transparency
• Reporting person offers to provide detailed price-by-price breakdowns upon request

Negative

• Form shows a reduction in the CEO's direct holdings (44,000 shares sold)
• Filing does not state percentage ownership or company-wide context, limiting materiality assessment

Insights

Corporate Governance Expert

TL;DR: CEO sold a meaningful block under a 10b5-1 plan; disclosure is standard and reduces insider trading uncertainty.

The sale of 44,000 shares by the President & CEO, executed under a pre-established Rule 10b5-1 plan, is a routine insider liquidity event and is properly disclosed on Form 4. Use of a 10b5-1 plan indicates the transactions were pre-planned and intended to provide an affirmative defense against claims of opportunistic trading. The filing includes the weighted average price ($157.82) and the range of execution prices, and shows remaining direct beneficial ownership of 212,867 shares. From a governance perspective, clear disclosure and the offer to provide breakdowns by price support transparency; there is no indication of unusual or non-compliant behavior in the document.

Securities Analyst

TL;DR: Insider sale under a trading plan; modest signal when viewed against total reported holdings.

The reported disposition of 44,000 shares at a weighted average of $157.82 reduces the reporting person’s direct stake to 212,867 shares. Because the sales were executed under a 10b5-1 plan adopted earlier in the year, they are likely prearranged and not necessarily related to material nonpublic information. The Form 4 provides price range details ($156.16–$161.18), which helps quantify execution; however, the filing does not provide context about total outstanding shares or percentage ownership, limiting assessment of economic significance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hochman Kevin

(Last) (First) (Middle)

3000 OLYMPUS BLVD.

(Street)

DALLAS TX 75019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BRINKER INTERNATIONAL, INC [ EAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres. & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/27/2025		S		44,000(1)	D	$157.82(2)	212,867	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person on March 6, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.16 to $161.18, inclusive. The reporting person undertakes to provide to Brinker International, any security holder of Brinker International or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

	/s/ Christopher L. Green, as Attorney-in-Fact	08/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Brinker International (EAT) insider Kevin Hochman report on Form 4?

Kevin Hochman reported selling 44,000 shares of Brinker common stock under a Rule 10b5-1 plan at a weighted average price of $157.82, leaving 212,867 shares beneficially owned directly.

Were Kevin Hochman's sales under a prearranged plan or discretionary trades?

The sales were effected pursuant to a Rule 10b5-1 trading plan that the reporting person adopted on March 6, 2025.

What price range did the reported sales occur at for EAT shares?

Individual sales occurred at prices from $156.16 to $161.18, with a weighted average reported as $157.82.

How many EAT shares did the reporting person own after the reported transaction?

212,867 shares were reported as beneficially owned following the sale.

Does the Form 4 provide a breakdown of how many shares were sold at each price?

No detailed per-price breakdown is included in the Form 4, but the reporting person offers to provide that information upon request.