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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): October 2, 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 Exchange
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 1.01 |
Entry
into a Material Definitive Agreement |
See the disclosure
contained in Item 2.03 below, which is incorporated herein by reference.
| ITEM 1.02 | Termination of a Material Definitive Agreement |
Effective October 2, 2026,
in connection with entry into the new Credit Agreement described below in Item 2.03, Red Robin Gourmet Burgers, Inc.’s (the “Company’s”)
existing credit agreement, dated March 4, 2022 (such agreement, as previously amended, the “Prior Credit Agreement”) and the
Existing Security Agreement (defined under Item 2.03 below) were terminated. In connection with such termination and new borrowings under
the new Credit Agreement, the Company paid off all outstanding borrowings, accrued interest, and fees under the Prior Credit Agreement.
| ITEM 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant |
See the disclosure contained
in Item 1.02 above, which is incorporated herein by reference.
On October 2, 2026, the Company
replaced its Prior Credit Agreement with a new Credit Agreement (the “Credit Agreement”) by and among the Company, Red Robin
International, Inc., as the borrower, the lenders from time to time party thereto, the issuing banks from time to time party thereto,
JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent, Texas Capital Bank, as Documentation Agent, and JPMorgan Chase
Bank, N.A. and U.S. Bank National Association as Joint Lead Arrangers and Joint Bookrunners. The five-year $115 million Credit Agreement
provides for a $25 million revolving line of credit and a $90 million term loan (collectively, the “credit facility”). The
borrower maintains the option to increase the credit facility in the future, subject to lenders’ participation, by up to an additional
$20 million in the aggregate on the terms and conditions set forth in the Credit Agreement. All capitalized terms not defined herein have
the meanings given to them in the Credit Agreement.
The new credit facility will
mature on October 2, 2031. No amortization is required with respect to the revolving credit facility. The term loans require quarterly
principal payments in an aggregate annual amount equal to a percentage per annum of the original principal amount of the term loan facility
as follows (i) from the closing date until the second anniversary of the closing date, 5.0%, (ii) from the second anniversary of the closing
date until the fourth anniversary of the closing date, 7.5%, and (iii) thereafter, 10%.
Red Robin International, Inc.
is the borrower under the Credit Agreement, and certain of its subsidiaries and the Company are guarantors of the borrower’s obligations
under the Credit Agreement. Borrowings under the Credit Agreement are secured by substantially all of the assets of the borrower and the
guarantors, including the Company, and are available to: (i) refinance certain existing indebtedness of the borrower and its subsidiaries,
(ii) pay any fees and expenses in connection with the Credit Agreement, and (iii) provide for the working capital and general corporate
requirements of the Company, the borrower and its subsidiaries, including permitted acquisitions and capital expenditures, but excluding
restricted payments.
On October 2, 2026, Red Robin
International, Inc., the Company, and the guarantors also entered into a Pledge and Security Agreement (the “Security Agreement”)
granting to the Administrative Agent a first priority security interest in substantially all of the assets of the borrower and the guarantors
to secure the obligations under the Credit Agreement. This new Security Agreement replaces the existing security agreement, dated March
4, 2022, which was entered into in connection with the Prior Credit Agreement (the “Existing Security Agreement”).
Red Robin International, Inc.
as the borrower is obligated to pay customary fees to the agents, lenders and issuing banks under the Credit Agreement with respect to
providing, maintaining, or administering, as applicable, the credit facility.
The summary descriptions of
the Credit Agreement and the Security Agreement do not purport to be complete and are qualified in their entirety by reference to the
full text of the Credit Agreement and the Security Agreement, respectively. A copy of the Credit Agreement is attached hereto as Exhibit
10.1 and a copy of the Security Agreement entered into in connection with the Credit Agreement is attached hereto as Exhibit 10.2, both
of which are incorporated herein by reference.
| ITEM 7.01 | Regulation FD Disclosure |
On October 5, 2026, the Company
issued a press release announcing the entry into the new credit facility. 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 a filing.
| ITEM 9.01 | Financial Statements and Exhibits |
| |
| |
| (d) | Exhibits |
| Exhibit No. | Description |
| 10.1 | Credit Agreement, dated October 2, 2026 |
| 10.2 | Security Agreement, dated October 2, 2026 |
| 99.1 | Red Robin Gourmet Burgers, Inc. Press Release, dated October 5, 2026 |
| 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.
| |
RED ROBIN GOURMET BURGERS, INC. |
| |
|
|
| |
Date: October 5, 2026 |
| |
|
|
| |
By: |
/s/ Mark Graff |
| |
Name: |
Mark Graff |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Red Robin Gourmet Burgers, Inc. Completes
Refinancing
to Strengthen Financial Foundation and Support
First Choice Plan
ENGLEWOOD, Colo. – October 5, 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, today announced it completed the
refinancing of its secured credit facility (the “Credit Facility”) on October 2, 2026. The new facility replaces the
Company’s prior credit agreement and follows the substantial completion of its refranchising transactions, the first step in strengthening
the balance sheet under the First Choice Plan.
As announced on September 1, 2026, Red Robin
completed the substantial majority of the closings under its three refranchising transactions with Op Burgers, LLC, Kuber Oregon, LLC
and Kuber Washington, LLC, and Evergreen Dining LLC. Together, these transactions involved the sale of 108 company-owned restaurants for
approximately $89.4 million in gross proceeds. The sale of eight more restaurants under the Op Burgers agreement is expected to close
by the end of the Company’s 2026 fiscal year for approximately $6.6 million, bringing total gross proceeds to approximately $96
million from the sale of 116 restaurants. These proceeds, along with the Company’s improved operating performance, put Red Robin
in a stronger position to refinance.
The new Credit Facility consists of the following:
| · | Size: $115 million, made up of a $25 million
revolving line of credit and a $90 million term loan. |
| · | Term: Five years, maturing October 2,
2031. |
| · | Room to grow: The Company may increase
the facility by up to an additional $20 million in the future, subject to lender participation. |
| · | Use of funds: Repay all borrowings under
the prior credit agreement, pay related fees and expenses, and support working capital and general corporate needs, including capital
expenditures and permitted acquisitions. |
| · | Pricing: Interest on the term loan and
revolving line of credit is based on SOFR plus 275 to 350 basis points, depending on the Company’s leverage ratio, with no SOFR
floor. The initial rate is SOFR plus 325 basis points. |
“Completing our refinancing is an important
step forward for Red Robin and a key priority of our First Choice Plan,” said Dave Pace, President and Chief Executive Officer of
Red Robin. “When we set out to strengthen our balance sheet, we knew it would be a multi-step process. Refranchising was the first
in order to position us to refinance our debt. With this new facility in place, we have a stronger financial foundation from which to
execute the other elements of the First Choice Plan, along with a longer runway and greater financial flexibility to invest in our restaurants,
enhance guest experience and support our franchise partners. I want to thank our Team Members, franchise partners, lenders and advisors
for their commitment and support throughout this process.”
The Credit Facility was led by JPMorgan Chase
Bank, N.A. as Administrative Agent and Collateral Agent, and Texas Capital Bank as Documentation Agent. JPMorgan Chase Bank, N.A. and
U.S. Bank National Association served as Joint Lead Arrangers and Joint Bookrunners.
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®!
Forward-Looking Statements
Forward-looking statements in this press release,
including statements regarding the refranchising transactions and the anticipated timing and completion of the remaining restaurants expected
to close; the Company's intended use of proceeds; the Company’s strategy under the First Choice Plan; 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 conditions to the remaining restaurants expected to close are not satisfied on a timely
basis or at all; the possibility that the Company may not fully realize the projected benefits of the transactions, including the anticipated
amount and use of proceeds; business disruption during the pendency of or 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
