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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):
May 27, 2026
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-34851 |
84-1573084 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
10000 E. Geddes Avenue, Suite 500
Englewood, Colorado 80112
(Address of principal
executive offices) (zip code)
(303) 846-6000
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since last
report)
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 |
|
Name
of each exchange on which
registered |
| Common Stock, $0.001 par value |
|
RRGB |
|
Nasdaq (Global Select Market) |
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. ☐
| ITEM 1.01. | Entry into a Material Definitive Agreement. |
On May 27, 2026, Red
Robin International, Inc., a Nevada corporation (“RRI”) and wholly owned subsidiary of Red Robin Gourmet Burgers, Inc.
(the “Company”), entered into an Asset Purchase Agreement (the “APA”) with Evergreen Dining LLC, a
Washington limited liability company (“Evergreen”), pursuant to which RRI agreed to sell certain assets related to 30
company-owned Red Robin restaurants located in Washington and Idaho, and Evergreen agreed to assume certain liabilities related to
those restaurants, for an aggregate purchase price of $23.5 million in cash, subject to customary adjustments (the
“Transaction”). The Transaction is subject to customary due diligence and customary closing conditions, including the
receipt of required landlord consents, the transfer of applicable liquor licenses, and the receipt of any required lender consent.
RRI is targeting completion on or about August 21, 2026, subject to an outside closing date of October 2, 2026. Upon closing,
Evergreen will operate the restaurants as franchised Red Robin locations pursuant to long-term franchise agreements to be entered
into between RRI and Evergreen at closing.
The Asset Purchase Agreement
contains customary representations, warranties, and covenants of the parties, as well as customary indemnification provisions. The Asset
Purchase Agreement also includes certain termination rights, including the right of either party to terminate if closing has not occurred
by the applicable outside closing date. The Company intends to use the net proceeds from the Transaction to reduce outstanding indebtedness.
The foregoing descriptions
of the Asset Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified
in their entirety by, the full text of the APA, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated
herein by reference.
| ITEM 7.01. | Regulation FD Disclosure. |
On May 27, 2026, the Company
issued a press release announcing the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated by reference in this Item 7.01.
The information in this
Item 7.01, including the information set forth in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless
of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking
Statements
Forward-looking statements in this Current Report
on Form 8-K regarding the Transaction, including the anticipated timing and completion of the Transaction; the Company’s intended
use of net proceeds to reduce outstanding indebtedness; the operation of the restaurants as franchised locations following closing; and
all other statements that are not historical facts are made under the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. These statements are based on assumptions believed by the Company to be reasonable and speak only as of the date on which
such statements are made. Without limiting the generality of the foregoing, words such as “expect,” “believe,”
“anticipate,” “intend,” “plan,” “project,” “could,” “should,”
“will,” “outlook,” or “estimate,” or the negative or other variations thereof or comparable terminology
are intended to identify forward-looking statements. Except as required by law, the Company undertakes no obligation to update such statements
to reflect events or circumstances arising after such date and cautions investors not to place undue reliance on any such forward-looking
statements. Forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially
from those described in the statements, including but not limited to the following: the possibility that conditions to the closing of
the Transaction are not satisfied on a timely basis or at all; the possibility of changes in the anticipated timing for closing the Transaction;
the Company’s ability to successfully complete tactical refranchising initiatives and on favorable terms; the possibility that the
Company may not fully realize the projected benefits of the Transaction, including the anticipated use of net proceeds to reduce indebtedness;
business disruption during the pendency of or following the Transaction; the impact of the Transaction on the Company’s relationships
with employees, franchisees, suppliers, landlords, and other third parties; the ability to extend or refinance maturing indebtedness;
the adequacy of cash flows and the cost and availability of capital or credit facility borrowings; the ability to service debt and comply
with credit facility covenants; costs associated with lease obligations, including potential contingent lease liability; changes in consumer
behavior or preference; geographic concentration in the Western United States; and actions taken by franchisees that could harm the Company’s
business or reputation. These factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements
and risk factors described from time to time in the Company’s Form 10-K, Form 10-Q, and Form 8-K reports (including all amendments
to those reports) filed with the U.S. Securities and Exchange Commission.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 2.1* |
|
Asset Purchase Agreement, dated as of May 27, 2026, by and between Red Robin International, Inc. and Evergreen Dining LLC |
| 99.1 |
|
Press Release, dated May 28, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange
Commission upon request.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
RED ROBIN GOURMET BURGERS, INC. |
|
| |
|
|
| |
Date: May 28, 2026 |
|
| |
|
|
|
| |
By: |
/s/ Mark Graff |
|
| |
Name: |
Mark Graff |
|
| |
Title: |
Chief Financial Officer |
|
EXHIBIT 99.1
RED ROBIN GOURMET BURGERS, INC. ANNOUNCES REFRANCHISING
AGREEMENT TO SUPPORT “FIRST CHOICE PLAN”
Proceeds from Sale of 30 Units to Pay Down Debt and
Execute “First Choice Plan” Priorities
Red Robin to Receive $23.5 Million in Cash
ENGLEWOOD, Colo., May 28, 2026 -- Red
Robin Gourmet Burgers, Inc. (NASDAQ: RRGB) ("Red Robin" or the "Company"), a full-service restaurant
chain serving an innovative selection of high-quality gourmet burgers in a family-friendly atmosphere, today announced the sale of 30
units to Evergreen Dining LLC, an experienced multi-unit restaurant operator. These units, which are based in Washington and Western
Idaho, will continue operating under the same Red Robin brand guests love and trust.
Under the terms of the agreement, Red Robin will receive $23.5 million in
cash. The Company intends to use the proceeds from this transaction primarily to pay down outstanding debt while continuing to execute
on the priorities outlined in its “First Choice Plan.”
Evergreen Dining’s principals have run more than 100 restaurants across
multiple national brands over nearly three decades. With more than 1,200 employees across their operating entities and a support center
providing accounting, HR, IT, marketing, payroll, purchasing, and real estate services, the team brings organizational depth to support
the 30 Red Robin locations from day one.
Dave Pace, Red Robin's President and Chief Executive Officer said, “Since
launching our First Choice Plan last year, we have been focused on finding franchise partners who share our values and commitment to delighting
guests. We are confident Evergreen Dining is the right partner to accelerate growth at these locations while also helping us strengthen
our balance sheet, improve our capital structure, and enhance our financial flexibility as we evaluate potential refinancing partners.
This exciting next chapter with Evergreen Dining would not have been possible without our talented team members who have worked tirelessly
to execute on our First Choice Plan and help us strengthen our competitive position.”
Evergreen Dining said, “Red Robin has been bringing Washingtonians
and Idahoans together for moments of connection since 1969. We look forward to partnering with the talented teams in each location to
solidify Red Robin’s position as the First Choice in these communities, while still offering the same juicy burgers, bottomless
fries and exceptional hospitality guests have enjoyed for almost six decades.”
The transaction is expected to close in the second half of 2026, subject
to customary closing conditions. The Company expects to update guidance following the close of the transaction. Further details are available
in the Company’s Form 8-K to be filed with the Securities and Exchange Commission.
Parties who may be interested in exploring other franchising opportunities
with Red Robin should contact Red Robin’s advisors, Brookwood Associates.
About Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB)
Red Robin Gourmet Burgers, Inc. (www.redrobin.com), is a casual dining restaurant chain founded in 1969 that operates through
its wholly owned subsidiary, Red Robin International, Inc., and under the trade name, Red Robin Gourmet Burgers and Brews. We believe
nothing brings people together like burgers and fun around our table, and no one makes moments of connection over craveable food more
memorable than Red Robin. We serve a variety of burgers and mainstream favorites to Guests of all ages in a casual, playful atmosphere.
In addition to our many burger offerings, Red Robin serves a wide array of salads, appetizers, entrees, desserts, signature beverages
and Donatos® pizza at select locations. It's easy to enjoy Red Robin anywhere with online ordering available for to-go, delivery
and catering. Sign up for the royal treatment by joining Red Robin Royalty® today and enjoy Bottomless perks and delicious rewards
across nearly 500 Red Robin locations in the United States and Canada, including those operating under franchise agreements.
Red Robin… YUMMM®!
About Evergreen Dining LLC
Evergreen Dining LLC is a Washington State limited liability company formed
to acquire and operate 30 Red Robin restaurants in Washington and Western Idaho. Its principals are experienced multi-unit franchise operators
who have operated more than 100 restaurants across multiple national brands over nearly three decades. Evergreen Dining is supported by
a support center providing accounting, HR, IT, marketing, payroll, purchasing, and real estate services, more than 1,200 employees across
its operating entities, and established relationships with institutional lenders.
Forward-Looking Statements
Forward-looking statements in this press release regarding the transaction,
including the anticipated timing and completion of the transaction; the Company’s intended use of net proceeds; the operation of
the restaurants as franchised locations following closing; and all other statements that are not historical facts are made under the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions believed by the Company
to be reasonable and speak only as of the date on which such statements are made. Without limiting the generality of the foregoing, words
such as “expect,” “believe,” “anticipate,” “intend,” “plan,” “project,”
“could,” “should,” “will,” “outlook,” or “estimate,” or the negative or other
variations thereof or comparable terminology are intended to identify forward-looking statements. Except as required by law, the Company
undertakes no obligation to update such statements to reflect events or circumstances arising after such date and cautions investors not
to place undue reliance on any such forward-looking statements. Forward-looking statements are subject to various risks and uncertainties
that could cause actual results to differ materially from those described in the statements, including but not limited to the following:
the possibility that conditions to the closing of the transaction are not satisfied on a timely basis or at all; the possibility of changes
in the anticipated timing for closing the transaction; the Company’s ability to successfully complete tactical refranchising initiatives
and on favorable terms; the possibility that the Company may not fully realize the projected benefits of the transaction, including the
anticipated use of net proceeds; business disruption during the pendency of or following the transaction; the impact of the transaction
on the Company’s relationships with employees, franchisees, suppliers, landlords, and other third parties; the ability to extend
or refinance maturing indebtedness; the adequacy of cash flows and the cost and availability of capital or credit facility borrowings;
the ability to service debt and comply with credit facility covenants; costs associated with lease obligations, including potential contingent
lease liability; changes in consumer behavior or preference; geographic concentration in the Western United States; and actions taken
by franchisees that could harm the Company’s business or reputation. These factors should not be construed as exhaustive and should
be read in conjunction with other cautionary statements and risk factors described from time to time in the Company’s Form 10-K,
Form 10-Q, and Form 8-K reports (including all amendments to those reports) filed with the U.S. Securities and Exchange Commission.
Investor Contact RRGB
investor@redrobin.com
Media Contact RRGB
media@redrobin.com
OR
Devin Broda / Caroline Roseman
ICR
Devin.Broda@icrinc.com / Caroline.Roseman@icrinc.com
