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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):
November 10, 2025
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 Number) |
|
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 November 10, 2025, Red
Robin Gourmet Burgers, Inc. (the “Company”) entered into a distribution agreement (the “Distribution Agreement”)
with Evercore Group L.L.C. (“Evercore”), pursuant to which the Company may offer and sell, from time to time, through Evercore,
shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $40.0 million (the
“Shares”).
The Company is not obligated
to sell any Shares under the Distribution Agreement. Subject to the terms and conditions of the Distribution Agreement, Evercore will
use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell Shares from time to time based upon
the Company’s instructions, including any price, time or size limits or other customary parameters or conditions specified by the
Company. Under the Distribution Agreement, Evercore may sell Shares by any method permitted by law deemed to be an “at the market
offering” under Rule 415(a)(4) under the Securities Act of 1933, as amended, or by means of such other sales of the Shares on behalf
of the Company as agreed by the Company and Evercore in writing. The Company will pay Evercore a commission of up to 3% of the gross sales
price from each sale of Shares and provide Evercore with customary indemnification and contribution rights. The Distribution Agreement
may be terminated by Evercore or the Company at any time upon notice to the other party.
The issuance and sale, if
any, of the Shares by the Company under the Distribution Agreement will be made pursuant to the Company’s effective registration
statement on Form S-3 (Registration Statement No. 333-280228) (the “Registration Statement”), filed with the U.S. Securities
and Exchange Commission (the “SEC”) on June 14, 2024 and declared effective on July 5, 2024. The offering is described in
the Company’s Prospectus dated July 5, 2024, as supplemented by a Prospectus Supplement dated November 10, 2025, as filed with the
SEC on November 10, 2025.
The foregoing description
of the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution
Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The legal
opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to the Company, relating to the validity of the Shares being offered
pursuant to the Distribution Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On November 10, 2025, the
Company issued a press release announcing entry into the Distribution Agreement, pursuant to which the Company may offer and sell, from
time to time, through Evercore, Shares having an aggregate offering price of up to $40.0 million. A copy of the press release is attached
as Exhibit 99.1.
The information in Item 7.01
and Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly
set forth by specific reference in such a filing.
This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Distribution Agreement nor shall
there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
|
Exhibit
Number |
|
Description |
| |
|
| 1.1 |
|
Distribution Agreement, dated as of November 10, 2025, by and between Red Robin Gourmet Burgers, Inc. and Evercore Group L.L.C. |
| |
|
| 5.1 |
|
Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP. |
| |
|
| 23.1 |
|
Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1). |
| |
|
|
| 99.1 |
|
Red Robin Gourmet Burgers, Inc. Press Release dated November 10, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: November 10, 2025
| |
RED ROBIN GOURMET BURGERS, INC. |
|
| |
|
|
|
| |
|
|
|
| |
By: |
/s/ Todd Wilson |
|
| |
Name: |
Todd Wilson |
|
| |
Title: |
Chief Financial Officer |
|
