false
0001171759
0001171759
2026-10-23
2026-10-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
October 23, 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)
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 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On October 23, 2026, each
of James C. Pappas and Christopher Martin notified Red Robin Gourmet Burgers, Inc. (the “Company”) of his resignation from
the board of directors of the Company (the “Board”) and all committees of the Board, to be effective as of October 23, 2026.
The decisions of Mr. Pappas and Mr. Martin to resign were not related to any disagreement with the Company on any matter relating to the
Company’s operations, policies or practices. In connection with the resignations of Mr. Pappas and Mr. Martin, the Board intends
to reduce the size of the Board from eight to six directors.
| Item 7.01 | Regulation FD Disclosure. |
On October 27, 2026, the
Company issued a joint press release announcing the matters described in Item 5.02 of this Form 8-K. A copy of the press release is furnished
as Exhibit 99.1 and incorporated herein by reference.
As provided in General Instruction
B.2 of Form 8-K, the information under this Item 7.01 and Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| 99.1 |
Red Robin Gourmet Burgers, Inc. Joint Press Release dated October 27, 2026 |
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Date: October 27, 2026 |
|
| |
|
|
|
| |
RED ROBIN GOURMET BURGERS, INC. |
|
| |
|
|
|
| |
By: |
/s/ Mark Graff |
|
| |
Name: |
Mark Graff |
|
| |
Title: |
Chief Financial Officer |
|
EXHIBIT 99.1
Red Robin Gourmet Burgers, Inc. Announces Board
Changes
Following Completion of Refinancing
James C. Pappas and Christopher Martin step down
from Board of Directors
Departures follow substantial completion of Red
Robin’s refranchising program and new $115 million credit facility
ENGLEWOOD, Colo. – October 27, 2026 –
Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB) (“Red Robin” or the “Company”), a casual dining restaurant chain
serving an innovative selection of high-quality gourmet burgers in a family-friendly atmosphere, together with JCP Investment Management,
LLC (“JCP”) and Jumana Capital (“Jumana”), today announced that James Pappas, Managing Member of JCP, and Chris
Martin, Managing Director of Jumana, resigned from the Board of Directors of Red Robin, effective October 23, 2026. Pappas and Martin
joined the Board in December 2024 in connection with an additional investment in Red Robin by Jumana and JCP. The strategic objectives
behind that investment have now been substantially achieved.
In connection with the resignations, the Board will
decrease to six directors, five of whom will be independent.
Since December 2024, Red Robin has meaningfully strengthened
its operating and financial position under its First Choice Plan. The Company has refreshed its menu, deepened its leadership team, improved
restaurant-level margins, and advanced its refranchising program by selling more than 100 Company-operated restaurants.
Earlier this month, these efforts enabled the Company
to refinance its prior credit agreement with a new five-year, $115 million senior secured commercial bank credit facility led by JPMorgan
Chase Bank, N.A. The new facility, consisting of a $90 million term loan and a $25 million revolving credit facility, carries meaningfully
lower borrowing costs than the prior agreement and gives management greater flexibility to continue executing its First Choice Plan.
“When we invested in Red Robin, we saw an iconic
brand with a clear opportunity to improve operations and strengthen the balance sheet,” said James Pappas and Chris Martin. “Dave
Pace and his team have executed on that opportunity. The operational improvements and refranchising program culminated in a lower-cost
commercial bank refinancing, which positions management to focus on growing the business rather than managing leverage.”
“On behalf of our management team and our Board,
I want to express our appreciation for James and Chris and their contributions and collaboration in the boardroom and their unwavering
confidence in the management team as we navigated a highly complex path to firming up our balance sheet and our financial foundation,”
said Dave Pace, CEO and president of Red Robin.
Pappas and Martin continued, “This is the right
time for us to step off the Board. We have great confidence in the leadership team and our fellow directors, and we believe Red Robin
is well positioned to build on its momentum.”
Additional information can be found in the Company's
Form 8-K filed today with the Securities and Exchange Commission.
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 Jumana Capital
Jumana Capital is a private investment firm focused
on concentrated investments in middle-market companies.
About JCP Investment Management
JCP Investment Management, LLC is an investment firm
headquartered in Houston, Texas, that engages in value-based investing across the capital structure. JCP follows an opportunistic approach
to investing across equity, credit and distressed securities, primarily in North America.
Forward-Looking Statements
Forward-looking statements in this press release,
including statements regarding the Company’s strategy under its First Choice Plan, growth and momentum expectations and opportunities,
expected Board size, 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 the Company may not fully realize the projected benefits
of the refranchising and refinancing transactions; business disruption following the transactions; the impact of the transactions on the
Company’s relationships with employees, franchisees, suppliers, landlords, and other third parties; 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.
For media relations questions:
Hannah Atteberry, Red Robin Gourmet Burgers, Inc.
media@redrobin.com
For investor relations questions:
investor@redrobin.com
