Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure
ITEM 1.01 Entry into a Material Definitive Agreement See the disclosure contained in Item 2.03 below, which is incorporated herein by reference.
Filed Oct 5, 2026Accepted Oct 5, 2026, 8:20 AM EDTCIK 1171759Accession 0001104659-26-113514
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®!
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Item 1.01Item 1.01 - Entry into Material Agreement
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 1.02Item 1.02 - Termination of Material Agreement
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 2.03Item 2.03 - Creation of Direct Financial Obligation
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 7.01Item 7.01 - Regulation FD Disclosure
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.
Filed exhibits (1)
EX-99.1 (by filename) tm2626832d1_ex99-1.htm
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 202…