Red Robin delays Q3 report for transaction accounting

Preliminary comparable restaurant revenue grew 3.9%, while the completed transactions may produce gains or losses in quarterly results.

Available on EDGAR 11/02/2026 - 04:26 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:25 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Red Robin Gourmet Burgers, Inc. (RRGB) said it cannot file its Form 10-Q for the quarter ended October 4, 2026, on time without unreasonable effort or expense, though management believes it can file within the five-calendar-day extension. Accounting and valuation work for third-quarter refranchising and refinancing is delaying completion. The company refranchised 108 company-owned restaurants for approximately $89.4 million in aggregate cash proceeds, subject to customary adjustments, and refinanced its secured credit facility on October 2, 2026. Preliminary unaudited comparable restaurant revenue grew 3.9%; Red Robin expects significant results effects, including gains or losses, but cannot estimate the impact compared with the prior-year period.

Key Figures

Comparable restaurant revenue growth: 3.9% Average guest check increase: 5.6% Guest traffic decrease: 1.7% +3 more

6 metrics

Comparable restaurant revenue growth 3.9% Preliminary, unaudited; quarter ended October 4, 2026, compared with the corresponding prior-year period

Average guest check increase 5.6% Preliminary, unaudited; quarter ended October 4, 2026

Guest traffic decrease 1.7% Preliminary, unaudited; quarter ended October 4, 2026

Restaurants refranchised 108 restaurants Completed during the third quarter of fiscal 2026

Aggregate cash proceeds Approximately $89.4 million Generated by third-quarter refranchising transactions; subject to customary adjustments

Filing extension Five calendar days Extension period permitted under Rule 12b-25

Key Terms

refranchising, comparable restaurant revenue growth, secured credit facility, transaction consideration

4 terms

refranchising technical

"completed the refranchising of 108 Company-owned restaurants"

Refranchising is when a company sells or transfers its company-operated locations to independent franchisees who run the business and pay fees or royalties to the company. For investors this is important because it typically brings immediate cash from the sales, reduces the company’s day-to-day operating costs and capital spending, and shifts future profit from direct store sales to steadier fee income—while also reducing control and the potential upside from operating the business directly.

comparable restaurant revenue growth financial

"preliminary, unaudited comparable restaurant revenue growth of 3.9%"

secured credit facility financial

"completed the refinancing of its secured credit facility"

A secured credit facility is a loan arrangement where a lender provides money to a company in exchange for a legal claim on specific assets (collateral) that can be seized if the borrower fails to repay. It matters to investors because secured debt is cheaper and safer for lenders, which can lower a company’s borrowing cost, but it also puts pledged assets off-limits to shareholders and can affect recovery outcomes and financial flexibility if the company faces trouble—think of it as a mortgage on parts of the business.

transaction consideration financial

"allocation of transaction consideration and related accounting matters"

Transaction consideration is the total value exchanged in a deal—what the buyer gives and assumes to acquire assets, shares, or a business—including cash, stock, assumed debt, earn-outs, and other agreed payments. Investors care because it shows the real cost and financial impact of the deal—similar to evaluating the full price and hidden costs when buying a house, not just the down payment—informing judgments about affordability, dilution, and future risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were RRGB’s preliminary comparable restaurant sales?

For the quarter ended October 4, 2026, preliminary unaudited comparable restaurant revenue grew 3.9% compared with the corresponding prior-year period, reflecting a 5.6% increase in average guest check and a 1.7% decrease in guest traffic.

How many restaurants did RRGB refranchise, and what were the proceeds?

Red Robin completed the refranchising of 108 company-owned restaurants, generating approximately $89.4 million in aggregate cash proceeds, subject to customary adjustments.

Why was RRGB’s 10-Q delayed?

The company needs additional time to complete accounting and valuation analyses for the refranchising and refinancing transactions, including allocation of transaction consideration and related accounting matters.

When does RRGB expect to file its delayed 10-Q?

Management currently believes the company will be in a position to file within the five-calendar-day extension permitted under Rule 12b-25.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SEC FILE NUMBER
001-34851

CUSIP NUMBER
75689M101

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):

☐

Form 10-K

☐

Form 20-F

☐

Form 11-K

☒

Form 10-Q

☐

Form 10-D

☐

Form N-SAR

☐

Form N-CSR

For Period Ended: October 4, 2026

☐

Transition Report on Form 10-K

☐

Transition Report on Form 20-F

☐

Transition Report on Form 11-K

☐

Transition Report on Form 10-Q

☐

Transition Report on Form N-SAR

For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

RED ROBIN GOURMET BURGERS, INC.

Full Name of Registrant

N/A

Former Name if Applicable

10000 E. Geddes Avenue, Suite 500

Address of Principal Executive Office (Street and Number)

Englewood, Colorado 80112

City, State and Zip Code

PART II — RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

			(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒			(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Red Robin Gourmet Burgers, Inc. (the “Company”) has determined that it is unable to file with the Securities and Exchange Commission (the “SEC”) the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 4, 2026 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense.

As previously announced, during the third quarter of fiscal 2026, the Company completed significant refranchising transactions and refinanced its existing debt, representing important milestones in the execution of its strategic plan. Given the complexity of the accounting and valuation analyses associated with these transactions, the Company requires additional time to finalize its financial statements and related disclosures.

The Company is working diligently to complete its financial statements and related disclosures in the Form 10-Q, and management currently believes that the Company will be in a position to file the Form 10-Q within the five-calendar-day extension period permitted under Rule 12b-25.

PART IV — OTHER INFORMATION

(1)Name and telephone number of person to contact in regard to this notification

Mark Graff

303

846-6000

(Name)

(Area Code)

(Telephone Number)

(2)Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). Yes ☒ No ☐

(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

For the fiscal quarter ended October 4, 2026, the Company reported preliminary, unaudited comparable restaurant revenue growth of 3.9% compared to the corresponding prior-year period, reflecting a 5.6% increase in average guest check, partially offset by a 1.7% decrease in guest traffic.

During the third quarter of fiscal 2026, the Company completed the refranchising of 108 Company-owned restaurants, generating approximately $89.4 million in aggregate cash proceeds, subject to customary adjustments. The Company expects these transactions to have a significant impact on its results of operations, including the recognition of gains or losses associated with the transactions. In addition, the Company completed the refinancing of its secured credit facility on October 2, 2026.

As described in Part III above, the Company requires additional time to finalize the accounting and valuation analyses associated with these transactions, including the allocation of transaction consideration and related accounting matters. Because these analyses have not been completed, the Company is unable to reasonably estimate the resulting impact on its consolidated results of operations for the fiscal quarter ended October 4, 2026, compared to the corresponding prior year period.

RED ROBIN GOURMET BURGERS, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 2, 2026

By:

/s/ Mark Graff

Mark Graff

Principal Financial Officer