Insider Sale: Douglas Comings Reduces Brinker Stake to 12,451 Shares

Rhea-AI Filing Summary

Brinker International insider transactions reported for Douglas N. Comings. The Form 4 shows multiple dispositions of Brinker International (EAT) common stock by Mr. Comings, SVP & COO, executed on 09/08/2025 and 09/09/2025. He sold 2,631 shares at an average price of $157.33 and sold 16,000 shares at a weighted-average price of $156.48 (sales ranged $156.44–$156.83). An additional 500 shares were reported as a gift or transfer at $0. After these transactions he directly owned 12,451 shares. The filing also discloses an indirect holding of 1,959.23 units in the company 401(k) plan.

Positive

• None.

Negative

• Significant reduction in direct beneficial ownership: direct holdings decreased from 28,951 shares to 12,451 shares following reported sales and transfers.
• Large open-market sales totaling 18,631 shares sold at weighted-average prices near $156–$157, which could be perceived negatively by some investors.

Insights

Financial Analyst

TL;DR: Insider sold meaningful shares in two transactions, reducing direct stake from 28,951 to 12,451 shares.

The reported sales total 18,631 shares executed over two days at weighted-average prices near $156–$157 per share. For investors, the transactions are clear disclosures of insider liquidity rather than evidence of corporate performance change. The sizes are material to the reporting person's stake (a reduction of roughly 57% of previously reported direct holdings), but the filing contains no information about intent, use of proceeds, or any company operational developments. The reported indirect 401(k) position of 1,959.23 units remains separate from the direct disposals.

Corporate Governance Expert

TL;DR: Form 4 properly reports sales and a transfer; no governance issues disclosed.

The Form 4 includes transaction codes consistent with open-market sales (codes F and S) and a transfer/gift (code G) reported with $0 consideration for 500 shares. The filing includes the customary explanatory footnotes, including a weighted-average price disclosure and identification of 401(k) fund units. There are no amendments, option exercises, or derivative transactions reported. From a governance perspective, disclosures appear complete and conformant to Section 16 reporting requirements.

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

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

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^*

Comings Douglas N.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & COO, Chili's

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		F		2,631	D	$157.33	28,951	D
Common Stock	09/09/2025		S		16,000	D	$156.48(1)	12,951	D
Common Stock	09/09/2025		G		500	D	$0	12,451	D
Common Stock								1,959.23(2)	I	By 401(k) Plan

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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.44 to $156.83, 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 (1) to this Form 4.

2. Reflects the number of units in the Brinker Common Stock Fund under the Brinker International, Inc. 401(k) Plan, as of September 9, 2025.

	/s/ Christopher L. Green, as Attorney-in-Fact	09/10/2025
	** 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 transactions did Douglas N. Comings report on the Form 4 for EAT?

The Form 4 reports sales of 2,631 shares on 09/08/2025 at $157.33 (weighted average) and 16,000 shares on 09/09/2025 at a weighted-average price of $156.48, plus a 500-share transfer/gift at $0.

How many Brinker (EAT) shares does the reporting person own after these transactions?

After the reported transactions the reporting person directly beneficially owns 12,451 shares and indirectly holds 1,959.23 units in the Brinker Common Stock Fund under the company 401(k) plan.

What prices were the shares sold for in the Form 4?

Sales were reported at a weighted-average price of $157.33 for the 09/08/2025 sale and $156.48 (range $156.44–$156.83) for the 09/09/2025 sales.

Was any derivative or option activity reported on this Form 4?

No derivative or option transactions are reported in Table II of the Form 4; only non-derivative common stock transactions are disclosed.

Does the filing disclose any gifts or transfers?

Yes. The Form 4 shows a 500-share transaction reported with code G at $0, consistent with a gift or transfer.

Who signed the Form 4 filing?

The Form 4 was signed by Christopher L. Green, as Attorney-in-Fact on behalf of the reporting person.