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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):
June 11, 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.
Op Burgers Transaction
On June 11, 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 “Op Burgers APA”) with Op Burgers, LLC, a Delaware limited liability company
(“Op Burgers”), pursuant to which RRI agreed to sell certain assets related to 69 company-owned Red Robin restaurants located
across Indiana, Kentucky, Maryland, North Carolina, Ohio, Pennsylvania, South Carolina, and Virginia, and Op Burgers agreed to assume
certain liabilities related to those restaurants, for an aggregate purchase price of $62.5 million in cash, subject to customary adjustments
(the “Op Burgers Transaction”). The Op Burgers Transaction is subject to 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 July 17, 2026, subject to an outside closing date of October 19, 2026. Upon closing, Op Burgers will operate the
restaurants as franchised Red Robin locations pursuant to long-term franchise agreements to be entered into between RRI and Op Burgers
at closing.
Kuber Transaction
On June 11, 2026, RRI entered
into an Asset Purchase Agreement (the “Kuber APA,” and together with the Op Burgers APA, the “Asset Purchase Agreements”)
with Kuber Oregon, LLC, an Oregon limited liability company, and Kuber Washington, LLC, a Washington limited liability company (collectively,
“Kuber”), pursuant to which RRI agreed to sell certain assets related to 17 company-owned Red Robin restaurants located in
Oregon and Washington, and Kuber agreed to assume certain liabilities related to those restaurants, for an aggregate purchase price of
$10.0 million in cash, subject to customary adjustments (the “Kuber Transaction,” and together with the Op Burgers Transaction,
the “Transactions”). The Kuber 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 28, 2026, subject to an outside closing date of October 2, 2026. Upon closing, Kuber will
operate the restaurants as franchised Red Robin locations pursuant to long-term franchise agreements to be entered into between RRI and
Kuber at closing.
General
The Asset Purchase Agreements
contain customary representations, warranties, and covenants of the parties, as well as customary indemnification provisions. Each 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 Transactions to reduce outstanding indebtedness.
The foregoing descriptions
of the Asset Purchase Agreements 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 Op Burgers APA, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and the full
text of the Kuber APA, which is filed as Exhibit 2.2 to this Current Report on Form 8-K, each of which is incorporated herein by reference.
ITEM 7.01. Regulation FD Disclosure.
On June 15, 2026, the Company
issued a press release announcing the Transactions. 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 Transactions, including the anticipated timing and completion of the Transactions; the
Company’s intended use of 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 one or both of the Transactions are not
satisfied on a timely basis or at all; the possibility of changes in the anticipated timing for closing the Transactions; 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 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 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 June 11, 2026, by and between Red Robin International, Inc. and Op Burgers, LLC |
| 2.2* |
|
Asset Purchase Agreement, dated as of June 11, 2026, by and between Red Robin International, Inc. and Kuber Oregon, LLC and Kuber Washington, LLC |
| 99.1 |
|
Press Release, dated June 15, 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: June 15, 2026 |
|
| |
|
|
|
| |
By: |
/s/ Mark Graff |
|
| |
Name: |
Mark Graff |
|
| |
Title: |
Chief Financial Officer |
|
EXHIBIT 99.1
RED ROBIN GOURMET BURGERS, INC. ANNOUNCES TWO ADDITIONAL
REFRANCHISING
AGREEMENTS
Red Robin Announces the Sale of 86 Restaurants for
$72.5 million to Support “First Choice Plan”
ENGLEWOOD, Colo., June 15, 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 has entered
into two separate refranchising agreements with experienced multi-unit restaurant operators for the sale of 86 company-owned units for
$72.5 million. These units will continue operating under the same Red Robin brand guests love and trust.
Under the terms of the agreements and following closing, the new franchisees
will acquire and operate restaurants in the following markets:
| · | Op Burgers, LLC will acquire 69 units based in Kentucky, Indiana, Maryland,
Ohio, North Carolina, Pennsylvania, South Carolina and Virginia for $62.5 million. |
| · | Kuber Oregon, LLC and Kuber Washington, LLC (“Kuber”) will acquire
17 units based in Oregon and Washington for $10 million. |
These transactions follow the recent announcement of a refranchise transaction
of 30 locations to Evergreen Dining, LLC announced on May 28, 2026. Together, these three transactions (which remain subject to customary
due diligence, adjustments, and closing conditions) represent a combined transaction value of approximately $96 million. The Company intends
to use the net proceeds from these transactions to pay down outstanding debt and execute on the refinancing priorities outlined in its
“First Choice Plan.”
Dave Pace, Red Robin's President and Chief Executive Officer said, “Strengthening
our financial foundation remains a key priority for the Red Robin team and these transactions are a major step forward toward achieving
our goal. Our partnerships with Op Burgers and Kuber introduce experienced operators into the Red Robin system. These teams bring proven
track records of delivering exceptional guest experiences and the demonstrated ability to grow into the future.”
Pace continued, “These new partnerships with Op Burgers, Kuber, and
Evergreen Dining will provide Red Robin with the financial flexibility needed to reduce debt, support our refinancing objectives and accelerate
investment system-wide. I look forward to what we will accomplish together for the benefit of our guests, team members and investors.”
Op Burgers said, “We have long been impressed by Red Robin’s
commitment to great food and great service. We look forward to partnering with the dedicated team members at each location to strengthen
and expand their position as the First Choice in these communities.”
Kuber said, “Sharing meals is the best way to bring people together.
We have always admired Red Robin’s commitment to fostering the community spirit at each of its restaurants. We are excited to work
together with these talented teams to welcome even more guests to these Pacific Northwest locations.”
These transactions are expected to close in the second half of 2026, subject
to customary due diligence, adjustments, and closing conditions. Further details are available in the Company’s Form 8-K to be filed
with the Securities and Exchange Commission. The Company expects to update guidance following the close of these transactions.
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 Op Burgers
Op Burgers is a portfolio company of Alexandrite Management, a special situations
private investment firm focused on building and growing enduring, profitable companies. Op Burgers’ management team are experienced
multi-unit restaurant operators who are highly familiar with the restaurant and franchisee landscapes in these regions.
About Kuber
Kuber Management team
is led by Aman Sharma, a seasoned franchise operator with a proven track record in the hospitality, travel center, and food service sectors.
He possesses extensive experience in establishing and scaling multiple brands and businesses from inception in multiple states.
Forward-Looking Statements
Forward-looking statements in this press release regarding the transactions,
including the anticipated timing and completion of the transactions; the Company’s intended use of 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 transactions are not satisfied on a timely basis or at all; the possibility of changes
in the anticipated timing for closing the transactions; 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 transactions, including the
amount and anticipated 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 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
