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): ~~November~~February 2713, ~~2025~~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 ~~Number~~No.)

10000 E. Geddes Avenue, Suite 500 Englewood, Colorado	80112
(Address of principal executive offices)	(Zip Code)

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~~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~~Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~Material orDefinitive ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Appointment~~Amended ofCooperation ~~Christopher Meyer as Interim Chief Financial Officer~~Agreement

On ~~November 27,~~February ~~2025~~13, 2026, Red Robin Gourmet Burgers, Inc. (the “Company”) ~~appointed~~amended ~~Christopher Meyer to serve as~~ the ~~Company’s~~Cooperation ~~interim Chief Financial Officer~~Agreement, ~~effective~~dated December 13, ~~2025.~~2024 ~~Mr.~~(the “Amended ~~Meyer~~Cooperation ~~will~~Agreement”) ~~serve~~with as the ~~Company’s~~entities ~~principal~~and ~~financial~~persons ~~officer~~listed ~~and~~on ~~principal accounting~~Exhibit ~~officer,~~A ~~replacing~~thereto ~~Todd~~(the ~~Wilson~~“JCP inParties”) and ~~both~~the ~~roles~~entities inand ~~connection~~persons ~~with~~listed ~~Mr.~~on ~~Wilson’s~~Exhibit ~~previously~~B ~~announced~~thereto ~~departure,~~(the ~~effective December~~“Jumana 12Parties,” ~~2025,~~ and ~~until~~together ~~one~~with orthe ~~more~~JCP ~~successors~~Parties, isthe ~~appointed for each respective role~~“Investor Parties”).

MrPursuant to the Amended Cooperation Agreement, the Company has agreed to re-nominate James C. ~~Meyer~~Pappas ~~previously~~and ~~served~~Christopher Martin to stand for re-election into ~~roles~~the Company’s board of ~~increasing~~directors ~~responsibility~~(the “Board”) at ~~Bloomin~~the Company’s ~~Brands,~~2026 ~~Inc.,~~annual ~~one~~meeting of stockholders (the ~~world’s~~“2026 Annual ~~largest~~Meeting”), ~~casual~~and ~~dining~~each ~~companies,~~of ~~including most~~Mr. ~~recently~~Pappas asand ~~Executive~~Mr. ~~Vice~~Martin ~~President,~~have ~~Chief~~accepted ~~Financial~~their ~~Officer~~re-nomination. ~~from~~In ~~April~~addition, ~~2019~~following ~~until~~the ~~April~~2026 ~~2024~~Annual Meeting, Mr. Pappas shall be appointed as ~~Group~~the ~~Vice~~Chair ~~President,~~of the Finance~~, Treasury~~ Committee of the Board and ~~Accounting~~the ~~from~~Board ~~November~~shall ~~2017~~also take reasonable steps to ~~April~~reduce ~~2019,~~the ~~and~~size asof ~~Group~~the ~~Vice~~Board ~~President,~~to ~~Financial~~eight ~~Planning~~(8) &directors ~~Analysis~~until the ~~and~~expiration of the Cooperation Period (as defined below), among other changes. The Investor ~~Relations~~ ~~from~~Parties ~~September~~also ~~2014~~remain subject to ~~November~~certain ~~2017~~standstill and voting commitments.

~~There are no arrangements~~The orAmended ~~understandings~~Cooperation ~~between~~Agreement ~~Mr.~~will ~~Meyer~~remain ~~and~~effective ~~any~~until ~~other~~the ~~persons~~earlier ~~pursuant~~of to(1) ~~which~~the hedate ~~was~~that ~~appointed~~is asthirty ~~interim~~(30) ~~Chief~~calendar ~~Financial~~days ~~Officer,~~prior ~~and~~to nothe ~~family~~advance ~~relationships~~notice ~~among~~deadline ~~any~~set offorth in the Company’s ~~directors~~Fifth orAmended ~~executive~~and ~~officers~~Restated ~~and~~Bylaws ~~Mr.~~for ~~Meyer.~~the ~~Additionally,~~stockholder ~~Mr.~~nomination ~~Meyer~~of non-proxy ~~has~~access nodirector ~~direct or~~candidates ~~indirect~~for ~~interest~~election into ~~any~~the ~~transaction~~Board ~~required~~at tothe beCompany’s ~~disclosed~~2027 ~~pursuant~~annual tomeeting ~~Item~~of ~~404~~stockholders and (a2) one ofhundred ~~Regulation~~twenty ~~S-K~~(120) ~~promulgated~~calendar ~~under~~days prior to the ~~Securities Act~~first anniversary of ~~1933~~the 2026 Annual Meeting (such period, asthe “Cooperation ~~amended~~Period”).

InThe ~~connection with Mr.~~foregoing ~~Meyer’s~~summary ~~appointment,~~of ~~Mr. Meyer and~~ the ~~Company~~Amended ~~entered~~Cooperation ~~into~~Agreement andoes ~~independent~~not ~~contractor~~purport ~~agreement, dated November 28, 2025 (the “Agreement”), pursuant~~ to ~~which~~be ~~Mr.~~complete ~~Meyer~~and ~~will serve as interim Chief Financial Officer. The Agreement~~ is ~~effective December~~qualified ~~1, 2025 and expires May 31, 2026 unless earlier terminated or extended~~ in ~~accordance~~its ~~with~~entirety ~~the~~by ~~Agreement.~~reference ~~Pursuant~~ to the ~~Agreement,~~ ~~Mr. Meyer will be compensated at a rate of $20,000 per week, subject to proration for partial weekly periods, and will be~~full ~~reimbursed~~text ~~for reasonable airfare, travel and accommodation expenses consistent with the Company’s travel policy. As an independent contractor, Mr. Meyer will not be eligible to participate in any~~ of the ~~Company’s~~Amended ~~employee~~Cooperation ~~benefit plans. Mr. Meyer will be subject to customary confidentiality~~Agreement, ~~indemnification and intellectual property assignment obligations. The foregoing summary does not purport to be~~ a ~~complete~~copy ~~description~~of ~~and is qualified in its entirety by the Agreement,~~ which is ~~filed~~attached as ~~an exhibit~~Exhibit to10.1 ~~this Current Report on Form 8-K~~ and is incorporated ~~herein~~ by reference.

~~ITEM~~Forward-Looking ~~9.01 Financial~~ Statements ~~and Exhibits~~

Forward-looking statements in this Form 8-K and certain of the materials furnished or filed herewith regarding our future operating or financial performance, our strategy and ability to execute and drive long term stockholder value, the expected activities in connection with the Investor Parties, 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 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 (dincluding all amendments to those reports) ~~Exhibits~~filed with the U.S. Securities and Exchange Commission.

Exhibit No.		Description
10.1		Independent Contractor Agreement, by and between Red Robin Gourmet Burgers, Inc. and Christopher Meyer, effective November 28, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amended Cooperation Agreement, dated February 13, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February ~~December 1~~13, ~~2025~~2026

	RED ROBIN GOURMET BURGERS, INC.

	By:	/s/ Sarah A. Mussetter
	Name:	Sarah A. Mussetter
	Title:	Chief Legal Officer

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