Skip to content
Baker Capital StrategiesMARKETS. FILINGS. PERSPECTIVE.
Powered by THEMA

BAKER CAPITAL STRATEGIES

Get the free weekly BCS email.

Selected company filings and market updates, delivered by email. Your first report will follow soon.

  • Your weekly BCS reportMarket updates and links to filings you can explore.
  • THEMA at launchWe’ll send directions for setting up your filing alerts when THEMA officially opens.

One signup for the weekly email and your free THEMA Basic account at launch.

Already registered or a CSW member?Log in to THEMA →

At least 8 characters. This also creates your free THEMA account for launch.

You’re signing up for the weekly BCS email and THEMA launch/setup updates. Unsubscribe using the link in any email. Privacy policy · Terms

BCS

Current Report · Items 2.01, 7.01, 9.01 · 8-K

Red Robin Gourmet Burgers, Inc.

RRGBNASDAQEQUITYCurrent

Completion of Acquisition or Disposition of Assets · Regulation FD Disclosure

ITEM 2.01. Completion of Acquisition or Disposition of Assets. Evergreen Transaction On August 26, 2026, Red Robin International, Inc., a Nevada corporation (“RRI”) and wholly owned subsidiary of Red Robin Gourmet Burgers, Inc.…

Filed Sep 1, 2026Accepted Sep 1, 2026, 4:10 PM EDTCIK 1171759Accession 0001628280-26-059804
Share

Company context

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®!

Current securities

Recent company filings

  1. 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 DisclosureOct 5, 2026
  2. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 17, 2026
  3. 10-Q filingAug 12, 2026
  4. Results of Operations and Financial ConditionAug 12, 2026
  5. 4 filingAug 7, 2026

Disclosure sections

Items 2.01, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 2.01Item 2.01 - Completion of Acquisition
ITEM 2.01. Completion of Acquisition or Disposition of Assets. Evergreen Transaction On August 26, 2026, Red Robin International, Inc., a Nevada corporation (“RRI”) and wholly owned subsidiary of Red Robin Gourmet Burgers, Inc. (the “Company”), completed the previously announced sale to Evergreen Dining LLC, a Washington limited liability company (“Evergreen”), of certain assets related to 30 company-owned Red Robin restaurants located in Washington and Western Idaho, and Evergreen assumed certain liabilities related to those restaurants, for an aggregate purchase price of $23.5 million in cash, subject to customary adjustments (the “Evergreen Transaction”). The Evergreen Transaction was completed pursuant to the Asset Purchase Agreement, dated as of May 27, 2026, between RRI and Evergreen (the “Evergreen APA”). Evergreen will operate the restaurants as franchised Red Robin locations pursuant to long-term franchise agreements entered into between RRI and Evergreen at closing. Op Burgers Transaction On August 31, 2026, RRI completed the first of two closings contemplated by the previously announced Asset Purchase Agreement, dated as of June 11, 2026, between RRI and Op Burgers, LLC, a Delaware limited liability company (“Op Burgers”) (the “Op Burgers APA”), pursuant to which RRI agreed to sell to Op Burgers 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”). At the first closing, RRI sold to Op Burgers certain assets related to 61 of the 69 restaurants, and Op Burgers assumed certain liabilities related to those restaurants, for cash proceeds of approximately $55.9 million, subject to customary adjustments. The closing of the sale of the remaining eight restaurants is expected to occur before the end of RRI’s 2026 fiscal year, following the transfer of the applicable liquor licenses. RRI expects to receive approximately $6.6 million in additional cash proceeds at the second closing, subject to customary adjustments. Following the applicable closing for each restaurant, Op Burgers will operate the restaurants as franchised Red Robin locations pursuant to long-term franchise agreements between RRI and Op Burgers. Kuber Transaction On August 31, 2026, RRI completed the previously announced sale to Kuber Oregon, LLC, an Oregon limited liability company, and Kuber Washington, LLC, a Washington limited liability company (collectively, “Kuber”), of certain assets related to 17 company-owned Red Robin restaurants located in Oregon and Washington, and Kuber assumed 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 Evergreen Transaction and the Op Burgers Transaction, the “Transactions”). The Kuber Transaction was completed pursuant to the Asset Purchase Agreement, dated as of June 11, 2026, between RRI and Kuber (the “Kuber APA,” and together with the Evergreen APA and the Op Burgers APA, the “Asset Purchase Agreements”). Kuber will operate the restaurants as franchised Red Robin locations pursuant to long-term franchise agreements entered into between RRI and Kuber at closing. General The Company will use the net proceeds from the Transactions primarily to repay outstanding borrowings under its credit facility and for general corporate purposes. 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 Evergreen APA, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2026, the full text of the Op Burgers APA, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 15, 2026, and the full text of the Kuber APA, which was filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 15, 2026, each of which is incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
ITEM 7.01. Regulation FD Disclosure. On September 1, 2026, the Company issued a press release announcing the completion of 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 remaining restaurants expected to close; 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 the conditions to the remaining restaurants expected to close are not satisfied on a timely basis or at all; 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 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 SEC.

Privacy choices

BCS measures page use with Google Analytics using regional consent settings. You can change your preference here. Charts and market data remain available.

Essential functions — always available. Security, navigation, registration and remembering these choices.

Audience analytics

Analytics cookies are off by default for visitors Google identifies in the EEA, UK or Switzerland until allowed. Limited measurement without analytics cookies may still occur under those regional defaults.

TradingView charts, quotes and the economic calendar load automatically as page content. TradingView receives network and browser information and may collect its own usage analytics. This choice controls BCS’s Google Analytics only.

Google advertising is not enabled. Direct sponsor links do not load advertising trackers on BCS.

Turning analytics off stops future Google Analytics activity here. It does not erase information already received by the provider. Read the privacy policy.