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~~Legal~~Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED ~~DECEMBER 26~~December 25, ~~2021~~2022

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 000-51485

Ruth’s Hospitality Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	72-1060618
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1030 W. Canton Avenue, Suite 100, Winter Park, FL	32789
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (407) 333-7440

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, par value $0.01 per share	RUTH	The Nasdaq Stock Market LLC

Securities Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☒ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recover period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 2724, ~~2021~~2022, the last business day of the registrant’s most recently completed ~~fiscal~~ second fiscal quarter, the aggregate market value of the registrant’s outstanding common stock, par value $0.01 per share, held by non-affiliates was $~~813~~586,~~506~~618,~~300~~763.

The number of shares outstanding of the registrant’s common stock as of February 317, ~~2022~~2023, was 3332,~~575~~003,~~337~~406 which ~~includes~~excludes ~~738~~926,~~269~~430 shares of unvested restricted stock.

DOCUMENTS INCORPORATED BY REFERENCE

~~The~~ Table ~~information required by Part III~~ of Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein by reference to the registrant’s Proxy Statement for the 2022 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the registrant’s fiscal year.Contents

~~Auditor~~The ~~Name: KPMG~~information ~~LLCLocation: Orlando~~required by Part III of Annual Report on Form 10-K, ~~FLAuditor~~to ~~Firm~~the ~~ID: 185~~extent not set forth herein, is incorporated herein by reference to the registrant’s Proxy Statement for the 2023 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the registrant’s fiscal year.

~~TABLE~~Auditor OFName: ~~CONTENTS~~KPMG ~~PAGE~~LLP Location: Orlando, FL Auditor Firm ID: 185

		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	16
Item 2.	Properties	16
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	19
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 6.	Reserved	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 8.	Financial Statements and Supplementary Data	33
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	34
Item 9A.	Controls and Procedures	34
Item 9B.	Other Information	36
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	36
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	37
Item 11.	Executive Compensation	37
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37
Item 13.	Certain Relationships and Related Transactions, and Director Independence	37
Item 14.	Principal Accountant Fees and Services	38
	PART IV
Item 15.	Exhibit and Financial Statement Schedules	39
Item 16.	Form 10-K Summary	39
Signatures		43

Table of Contents

TABLE OF CONTENTS ~~fUPDATE~~

		Page

PART I

Item 1.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	17
Item 2.	Properties	17
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	19

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 6.	Reserved	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 8.	Financial Statements and Supplementary Data	35
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	35
Item 9A.	Controls and Procedures	35
Item 9B.	Other Information	37
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	37

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	38
Item 11.	Executive Compensation	38
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38
Item 13.	Certain Relationships and Related Transactions, and Director Independence	39
Item 14.	Principal Accountant Fees and Services	39

PART IV

Item 15.	Exhibit and Financial Statement Schedules	40
Item 16.	Form 10-K Summary	40

Signatures		44

Table of Contents

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements”, as defined in the Private Securities Litigation Reform Act of 1995 that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “likely result,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek”, “should,” “target,” “will be,” “will continue,” “will likely result,” “would” and other similar words and phrases. Similarly, statements herein that describe the Company’s objectives, plans or goals, including with respect to restaurant closures and re-openings, new restaurant openings and acquisitions or closures, capital expenditures, strategy, financial outlook, liquidity outlook, our effective tax rate, and the impact of ~~healthcare~~ inflation and recent accounting pronouncements, also are forward-looking statements. Actual results could differ materially from those projected, implied or anticipated by the Company’s forward-looking statements. Some of the factors that could cause actual results to differ include: the negative impact the COVID-19 pandemic has had and ~~will~~may continue to have on our business, financial condition, ~~and~~ results of operations and cash flows; reductions in the availability of, or increases in the cost of, USDA Prime grade beef, fish and other food items; changes in economic conditions, including ~~inflationary~~inflation, ~~concerns~~increasing interest rates, higher unemployment, slowing growth or recession, reductions in consumer discretionary income, and general trends; the loss of key management personnel; the effect of market volatility on the Company’s stock price; health concerns about beef or other food products; the effect of competition in the restaurant industry; changes in consumer preferences or discretionary spending or our ability to pass along rising costs through selling prices; labor shortages or increases in labor costs; the impact of federal, state or local government regulations relating to income taxes, unclaimed property, Company employees, the sale or preparation of food, the sale of alcoholic beverages and the opening of new restaurants; political conditions, civil unrest or other developments and risks in the markets where the Company’s restaurants are located; harmful actions taken by the Company’s franchisees; the inability to successfully integrate franchisee acquisitions into the Company’s business operations; economic, regulatory and other limitations on the Company’s ability to pursue new restaurant openings and other organic growth opportunities; a ~~material~~ failure, interruption or security breach of the Company’s information technology network; the Company’s indemnification obligations in connection with its sale of the Mitchell’s Restaurants; the Company’s ability to protect its name and logo and other proprietary information; an impairment in the financial statement carrying value of our goodwill, other intangible assets or property; gains or losses on lease modifications; the impact of litigation; the restrictions imposed by the Company’s credit agreement; changes in, or the suspension or discontinuation of, the Company’s quarterly cash dividend payments or share repurchase program; and the inability to secure additional financing on terms acceptable to the Company. For a discussion of these and other risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in this Annual Report on Form 10-K. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update this Annual Report on Form 10-K to reflect events or circumstances after the date thereof. You should not assume that material events subsequent to the date of this Annual Report on Form 10-K have not occurred.

Unless the context otherwise indicates, all references in this report to the “Company,” “Ruth’s,” “we,” “us”, “our” or similar words are to Ruth’s Hospitality Group, Inc. and its subsidiaries.

Table of Contents

PART I

Item 1. BUSINESS

Introduction

Ruth’s Hospitality Group, Inc. develops and operates fine dining restaurants under the trade name Ruth’s Chris Steak House. As of December 2625, ~~2021~~2022, there were ~~150~~ 154 Ruth’s Chris Steak House restaurants, including 73 77 Company-owned restaurants, three restaurants operating under contractual agreements and 74 franchisee-owned restaurants, including 23 international franchisee-owned restaurants in Aruba, Canada, China, Hong Kong, Indonesia, Japan, Mexico, Philippines, Singapore and Taiwan. All Company-owned restaurants are located in the United States.

OnThe ~~July~~Company ~~29,~~has ~~2019,~~a we52/53-week ~~completed~~fiscal ~~the~~year ~~acquisition~~ending ~~of substantially all of~~ the ~~assets~~last ofSunday ~~three~~in ~~franchisee-owned~~December. ~~Ruth’s~~Fiscal ~~Chris~~years ~~Steak House restaurants located in Philadelphia~~2022, PA2021, ~~King of Prussia, PA~~ and 2020 ~~Garden~~each ~~City,~~had NY52 ~~(the “MBR Franchise Acquisition”) for a cash purchase price of $18~~weeks.6 ~~million.~~ The ~~acquisition~~2022 ~~was~~fiscal ~~funded~~year ~~with~~ended ~~debt~~December ~~through~~25, 2022, the ~~Company’s~~2021 ~~senior~~fiscal ~~credit~~year ~~facility. The~~ended ~~results~~December of26, ~~operations~~2021, ~~financial position~~ and ~~cash flows of~~ the ~~MBR~~2020 ~~Franchise~~fiscal ~~Acquisition~~year ~~are~~ended ~~included~~December in27, ~~our consolidated financial statements as of the date of the acquisition~~2020. ~~For~~ ~~additional~~Fiscal ~~information,~~year ~~see~~2023 ~~Note~~will 3have of53 ~~the consolidated financial statements~~weeks.

The following description of the Company’s ~~has~~business ashould ~~52/53-week~~be ~~fiscal~~read ~~year~~in ~~ending~~conjunction with the ~~last~~information ~~Sunday~~ in ~~December.~~Management’s ~~Fiscal~~Discussion ~~years~~and ~~2021,~~Analysis ~~2020,~~of Financial Condition and ~~2019~~Results ~~each~~of ~~had~~Operations 52in ~~weeks.~~Item 7, ~~The~~Management’s ~~2021~~Discussion ~~fiscal~~and ~~year~~Analysis ~~ended~~of ~~December~~Financial ~~26,~~Condition ~~2021,~~and ~~the~~Results ~~2020~~of ~~fiscal~~Operations ~~year~~of ~~ended~~this ~~December~~Annual ~~27,~~Report ~~2020,~~on Form 10-K and the ~~2019~~consolidated ~~fiscal~~financial ~~year~~statements ~~ended~~included ~~December~~in ~~29,~~this ~~2019~~Annual Report on Form 10-K.

~~The~~Background following description of the Company’s business should be read in conjunction with the information in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K and the consolidated financial statements included in this Annual Report on Form 10-K.

~~Background~~Ruth’s Hospitality Group, Inc. is a Delaware corporation formerly known as Ruth’s Chris Steak House, Inc. The Company was founded in 1965 when Ruth Fertel mortgaged her home for $22 thousand to purchase “Chris Steak House,” a 60-seat restaurant located near the New Orleans Fair Grounds racetrack. After a fire destroyed the original restaurant, Ruth relocated her restaurant to a new 160-seat facility nearby. As the terms of the original purchase prevented the use of the “Chris Steak House” name at a new restaurant, Ruth added her name to that of the original restaurant—thus creating the “Ruth’s Chris Steak House” brand.

~~Ruth’s~~The ~~Hospitality Group, Inc. is a Delaware corporation formerly known as Ruth~~Company’s ~~Chris~~expansion ~~Steak~~began ~~House, Inc. The Company was founded~~ in ~~1965~~1972, when Ruth ~~Fertel~~opened ~~mortgaged~~a ~~her~~second ~~home~~restaurant ~~for~~in ~~$22 thousand to purchase “Chris Steak House~~Metairie,” a ~~60-seat~~suburb ~~restaurant~~of ~~located near the~~ New Orleans ~~Fair Grounds racetrack~~. ~~After~~In a1976, ~~fire destroyed~~ the ~~original~~first ~~restaurant,~~franchisee-owned Ruth’s ~~relocated~~Chris ~~her~~Steak ~~restaurant~~House toopened ain ~~new~~Baton ~~160-seat~~Rouge, ~~facility nearby~~Louisiana. AsIn ~~the~~2005, ~~terms of~~ the ~~original~~Company ~~purchase~~and ~~prevented~~certain ~~the~~selling ~~use~~shareholders ofcompleted ~~the~~an ~~“Chris~~initial ~~Steak~~public ~~House”~~offering ~~name~~of atthe aCompany’s ~~new~~common ~~restaurant~~stock, ~~Ruth~~which ~~added~~is ~~her~~currently ~~name~~listed toon ~~that~~the ofNasdaq ~~the~~Global ~~original~~Select ~~restaurant—thus~~Market ~~creating~~under the ~~“Ruth’s~~ticker ~~Chris~~symbol ~~Steak House~~“RUTH” ~~brand~~.

~~The Company’s expansion began in 1972, when Ruth opened a second restaurant in Metairie, a suburb of New Orleans. In 1976, the first franchisee~~COVID-~~owned~~19 Ruth’s Chris Steak House opened in Baton Rouge, Louisiana. In 2005, the Company and certain selling shareholders completed an initial public offering of the Company’s common stock, which is currently listed on the Nasdaq Global Select Market under the ticker symbol “RUTH”. Impact

The novel coronavirus 2019 (COVID-19) pandemic ~~Impact~~resulted in a significant reduction in revenue at the Company’s restaurants due to mandatory restaurant closures, capacity limitations, social distancing guidelines or other restrictions mandated by governments across the world, including federal, state and local governments in the United States. As a result of these developments, the Company experienced a significant negative impact on its revenues, results of operations and cash flows. As of December 25, 2022, all of the Company-owned and managed Ruth’s Chris Steak House restaurant dining rooms were open and its revenues, results of operations and cash flows were comparable to periods prior to the pandemic.

In March 2020, the World Health Organization declared the novel coronavirus 2019 (COVID-19) a pandemic and the United States declared it a National Public Health Emergency, which has resulted in a significant reduction in revenue at the Company’s restaurants due to mandatory restaurant closures, capacity limitations, social distancing guidelines or other restrictions mandated by governments across the world, including federal, state and local governments in the United States. As a result of these developments, the Company experienced a significant negative impact on its revenues, results of operations and cash flows. As of December 26, 2021, all of the Company-owned and managed Ruth’s Chris Steak House ~~restaurant dining rooms were open and its revenues, results of operations and cash flows were approaching levels comparable to periods prior to the pandemic.~~

~~For~~With ~~further~~154 restaurants ~~information~~as onof December 25, 2022, Ruth’s Chris Steak House is one of the ~~impact~~largest upscale steakhouse companies in the world. The menu features a broad selection of ~~COVID~~high-19quality USDA Prime and ~~actions~~Choice ~~taken~~grade bysteaks ~~the~~and ~~Company~~other premium offerings served in ~~response~~Ruth’s toChris’ ~~the~~signature ~~pandemic,~~fashion ~~see~~—“sizzling”— ~~Note~~complemented 1by ofother ~~the~~traditional ~~consolidated~~menu ~~financial~~items ~~statements~~inspired by its New Orleans heritage. Ruth’s Chris complements its distinctive food offerings with an award-winning wine list.

~~Ruth’s Chris Steak House~~ 1

~~With~~ Table ~~150 restaurants as~~ of December 26, 2021, Ruth’s Chris Steak House is one of the largest upscale steakhouse companies in the world. The menu features a broad selection of high-quality USDA Prime and Choice grade steaks and other premium offerings served in Ruth’s Chris’ signature fashion —“sizzling”— complemented by other traditional menu items inspired by its New Orleans heritage. Ruth’s Chris complements its distinctive food offerings with an award-winning wine list. Contents

1The Ruth’s Chris brand reflects its 57-year commitment to the core values instilled by its founder, Ruth Fertel, of caring for guests by delivering the highest quality food, beverages and genuine hospitality in a warm and inviting atmosphere.

The Ruth’s Chris brand reflects its 56-year commitment to the core values instilled by its founder, Ruth Fertel, of caring for guests by delivering the highest quality food, beverages and genuine hospitality in a warm and inviting atmosphere. Strengths

~~Strengths~~The Company believes that the key strengths of its business model are the following:

~~The~~Premier ~~Company~~Upscale ~~believes~~Steakhouse ~~that the key strengths of its business model are the following:~~ Brand

~~Premier~~With ~~Upscale~~154 ~~Steakhouse~~restaurants as of December 25, 2022, Ruth’s Chris Steak House is one of the strongest fine-dining steak house brands with 68% awareness on the most recent YouGov America Brand Ratings survey (Q4 2022). It also consistently ranks as one of the most beloved steak house chains in the US with high ratings for taste, service, and ambiance.

~~The~~Appealing ~~Ruth’s~~Dining ~~Chris~~Experience ~~Steak House brand is one of the strongest in the upscale steakhouse segment of the restaurant industry, with high levels of brand awareness.~~

~~Appealing~~At ~~Dining~~Ruth’s ~~Experience~~Chris restaurants, the Company seeks to exceed guests’ expectations by offering high-quality food with warm, friendly service. The Company’s entire restaurant team is dedicated to ensuring that guests enjoy a superior dining experience. The Company’s team-based approach to table service is designed to enhance the frequency of guest contact and speed of service without intruding on the guest experience.

At Ruth’s Chris restaurants, the Company seeks to exceed guests’ expectations by offering high-quality food with warm, friendly service. The Company’s entire restaurant team is dedicated to ensuring that guests enjoy a superior dining experience. The Company’s team-based approach to table service is designed to enhance the frequency of guest contact and speed of service without intruding on the guest experience.Strategy

~~Strategy~~Historically, the Company’s strategy is to deliver a total return to shareholders by maintaining a healthy core business, growing with a disciplined investment approach and returning excess capital to shareholders. The Company strives to maintain a healthy core business by growing sales through traffic, managing operating margins and leveraging its infrastructure. The Company has a balanced strategy that is focused on maintaining a healthy balance sheet and a healthy core business, being disciplined in evaluating future growth opportunities and returning excess capital to shareholders. The Company evaluates disciplined growth opportunities in markets with attractive sales attributes and solid financial returns. The Company believes that its franchisee program is a point of competitive differentiation and looks to grow its franchisee-owned restaurant locations as well. From time to time, the Company may also consider acquiring franchisee-owned restaurants at terms that it believes are beneficial to the Company.

~~Historically,~~Improve ~~the~~Sales/Profitability Company’s strategy is to deliver a total return to shareholders by maintaining a healthy core business, growing with a disciplined investment approach and returning excess capital to shareholders. The Company strives to maintain a healthy core business by growing sales through traffic, managing operating margins and leveraging its infrastructure. In March 2020, the World Health Organization declared the novel coronavirus (COVID-19) a pandemic and the United States declared it a National Public Health Emergency, which resulted in us focusing on a shorter-term strategy that preserved liquidity and maximized restaurant operating income. The Company has returned to a balanced strategy that is focused on maintaining a healthy balance sheet and a healthy core business, being disciplined in evaluating future growth opportunities and returning excess capital to shareholders. The Company evaluates disciplined growth opportunities in markets with attractive sales attributes and solid financial returns. The Company believes that its franchisee program is a point of competitive differentiation and looks to grow its franchisee-owned restaurant locations as well. From time to time, the Company may also consider acquiring franchisee-owned restaurants at terms that it believes are beneficial to the Company.

~~Improve~~The ~~Sales/Profitability~~Company strives to improve sales and profitability by focusing on:

~~The~~• ~~Company~~Ensuring ~~strives~~food toquality ~~improve~~through ~~sales~~consistent preparation and ~~profitability by focusing on:~~ presentation;

• ~~Ensuring~~Developing ~~food~~enhanced ~~quality~~digital ~~through~~capabilities ~~consistent~~across ~~preparation~~commercial and ~~presentation~~operational platforms;

• ~~Expanding~~Increasing ~~its~~ brand ~~appeal~~awareness through ~~continued~~enhanced ~~menu~~media ~~innovation~~advertising at the national and ~~facility~~local ~~remodels~~levels;

• ~~Developing~~Enhancing ~~enhanced~~and/or ~~digital~~developing ~~capabilities~~innovative ~~across~~marketing ~~commercial~~programs through its website (e.g., www.ruthschris.com), social media, digital media and ~~operational~~email ~~platforms~~communication;

• ~~Increasing~~Creating ~~brand~~and/or ~~awareness~~growing ~~through~~revenue ~~enhanced~~opportunities ~~media~~via ~~advertising~~Ruth’s atAnywhere, Private Dining, the ~~national~~sale of Gift Cards and ~~local~~opening ~~levels~~for lunch in selected markets; and

• ~~Enhancing~~Opening ~~and/or~~new ~~developing~~restaurants ~~innovative~~and ~~marketing~~remodeling ~~programs~~existing ~~through its website (e~~restaurants.~~g., www.ruthschris.com), social media, digital media and email communication;~~

•Expand ~~Creating~~Relationships ~~and/or~~with ~~growing~~New ~~revenue opportunities via Ruth’s Anywhere, Private Dining, the sale of Gift Cards~~ and ~~opening~~Existing ~~for~~Franchisees ~~lunch in selected markets;~~ and Others

•The ~~Opening~~Company intends to grow its franchising business primarily by expanding the rights of existing franchisees to open new restaurants. The Company believes that building relationships with quality franchisees is a cost-effective way to grow and strengthen the Ruth’s Chris brand and generate additional revenues. The Company intends to continue to focus on providing operational guidance to its franchisees, including the sharing of “best practices” from Company-owned Ruth’s Chris restaurants.

~~Expand~~ Table ~~Relationships~~of ~~with New and Existing Franchisees and Others~~Contents

~~The~~In ~~Company~~fiscal ~~intends~~year 2022 one tofranchisee-owned ~~grow~~restaurant ~~its~~was ~~franchising~~relocated ~~business~~within byWilmington, ~~expanding~~N.C. ~~the~~In ~~rights~~fiscal ofyear 2021 ~~existing~~two ~~franchisees to open~~ new ~~restaurants and potentially developing relationships with a limited number of new franchisees. The Company believes that building relationships with quality franchisees is a cost~~franchisee-~~effective~~owned ~~way~~restaurants towere ~~grow~~opened ~~and~~in ~~strengthen~~Manila, ~~the~~Philippines ~~Ruth’s Chris brand~~ and ~~generate~~Changsha, ~~additional revenues~~China. ~~The~~In ~~Company~~fiscal ~~intends~~year 2020 one tofranchisee-owned ~~continue~~restaurant towas ~~focus~~relocated onwithin ~~providing operational guidance to its franchisees~~Chesterfield, ~~including the sharing of “best practices” from Company-owned Ruth’s Chris restaurants~~MO.

InThe ~~fiscal~~Company ~~year~~and ~~2021~~its ~~two~~franchise ~~new~~and ~~franchisee-owned~~licensing ~~restaurants~~partners ~~were~~have opened inor ~~Manila,~~relocated ~~Philippines~~twelve new ~~and~~Ruth’s ~~Changsha,~~Chris ~~China. In~~Steak ~~fiscal~~Houses ~~year~~worldwide ~~2020~~during nothe ~~new franchisee~~three-~~owned restaurants were opened. In fiscal~~ year ~~2019~~period ~~one~~ended ~~franchisee-owned~~December ~~restaurant opened in Chongquing, China~~2022.

~~The Company and its franchise and licensing partners have opened or relocated nine new Ruth’s Chris Steak Houses worldwide during the three-year period ended December 2021.~~Menu

~~Menu~~The Ruth’s Chris menu features a broad selection of high-quality USDA Prime grade steaks and other premium offerings served in Ruth’s Chris signature fashion—“sizzling” on a 500 degree plate and topped with butter and fresh parsley—complemented by other classic American steakhouse menu items. USDA Prime is the highest meat grade level, which refers to the superior quality and evenly distributed marbling that enhances the flavor of the steak. The Ruth’s Chris menu also includes premium quality chicken, crab, fish, lamb chops and lobster.

The Ruth’s Chris ~~menu~~restaurants ~~features~~offer a ~~broad~~variety ~~selection~~ of ~~high-quality~~appetizer ~~USDA~~items, ~~Prime~~including ~~grade~~calamari, ~~steaks~~New ~~and~~Orleans-style ~~other~~barbequed ~~premium~~shrimp, ~~offerings~~mushrooms ~~served~~stuffed inwith ~~Ruth’s~~crabmeat, ~~Chris~~seared ~~signature~~ahi ~~fashion—“sizzling”~~tuna, spicy onshrimp, aveal ~~500~~osso ~~degree~~buco ~~plate~~ravioli, ~~and~~goat ~~topped~~cheese ~~with~~& ~~butter~~artichoke ~~and~~dip, ~~fresh~~shrimp ~~parsley—complemented~~cocktail, bychilled ~~other~~seafood ~~classic~~tower ~~American~~and ~~steakhouse~~sizzling ~~menu~~crab ~~items.~~cakes, ~~USDA~~as ~~Prime~~well isas ~~the~~four ~~highest~~different ~~meat~~salads. ~~grade~~Our ~~level,~~restaurants ~~which~~also ~~refers~~offer toa ~~the~~variety ~~superior~~of ~~quality~~potatoes and ~~evenly~~vegetables ~~distributed~~as ~~marbling~~side ~~that enhances the flavor of the steak~~dishes. ~~The~~For ~~Ruth’s~~dessert, ~~Chris~~crème ~~menu~~brûlée, ~~also~~traditional ~~includes~~bread ~~premium~~pudding ~~quality~~with ~~chicken,~~whiskey ~~crab~~sauce, ~~fish,~~chocolate ~~lamb~~sin ~~chops~~cake, ~~lobster~~cheesecake and ~~shrimp.~~other selections are available.

The ~~Ruth~~Company’s ~~Chris~~wine ~~restaurants~~list ~~offer~~features abottles ~~variety~~typically ofranging ~~appetizer~~in ~~items,~~price ~~including~~from ~~New~~$48 to ~~Orleans-style~~over ~~barbequed shrimp~~$1, ~~mushrooms stuffed with crabmeat, spicy shrimp, chilled seafood tower and sizzling crab cakes, as well as four different salads~~000. ~~Our~~Individual restaurants ~~also~~may ~~offer~~supplement atheir ~~variety~~175 of– ~~potatoes~~185 ~~and~~bottle ~~vegetables~~core aswine ~~side~~list ~~dishes. For dessert, crème brûlée, traditional bread pudding~~ with ~~whiskey~~approximately ~~sauce,~~20 ~~chocolate~~additional ~~sin~~selections ~~cake,~~that ~~cheesecake~~reflect ~~and~~local ~~other~~market ~~selections are available~~tastes. As ~~part~~Most of the Company’s ~~response~~Ruth’s toChris ~~COVID-19~~restaurants ~~and~~also ~~ongoing~~offer ~~supply~~over ~~challenges~~19-21 wines-by-the-glass, ~~our~~10 ~~restaurants~~handcrafted ~~maintain~~cocktails aand ~~flexible~~numerous ~~menu~~beers, topremium ~~maximize~~liquors ~~restaurant efficiency~~ and ~~reduce~~alcoholic ~~waste~~dessert drinks.

~~The~~Dinner ~~Company~~entrees are generally priced from $38 to $115. Ruth’s ~~wine~~Chris ~~list~~is ~~features~~predominately ~~bottles~~open ~~typically~~during dinner hours with only a limited number of restaurants open for lunch. The lunch menu offers lunch-specific entrees generally ranging in price from $4616 to ~~over~~ $~~1,000.~~41 ~~Individual~~and ~~restaurants~~also ~~may~~features ~~supplement~~ their ~~175~~signature –steaks ~~225~~and ~~bottle~~seafood ~~core~~ranging ~~wine~~in ~~list~~price ~~with~~from $42 to $71. The blended guest check average at Ruth’s Chris was approximately 20$97 ~~additional~~during ~~selections~~fiscal ~~that~~year ~~reflect~~2022 ~~local~~with ~~market~~food ~~tastes.~~sales ~~Most~~representing 80% of the ~~Company’s~~guest check and the remainder represented by beverage sales. While the Ruth’s Chris ~~restaurants~~core ~~also~~menu ~~offer~~is ~~over~~similar ~~17-22~~at ~~wines-by-the-glass~~all of its restaurants, 10the ~~handcrafted~~Company ~~cocktails~~seasonally introduces new items such as limited time and ~~numerous~~prix ~~beers,~~fixe ~~premium~~offerings ~~liquors~~that allow it to give its guests additional choices while taking advantage of fresh sourcing and ~~alcoholic~~advantageous ~~dessert~~cost ~~drinks~~opportunities.

~~Dinner~~Restaurant ~~entrees~~Operations are generally priced from $35 to $99. Ruth’s Chris is predominately open during dinner hours with only a limited number of restaurants open for lunch. The lunch menu offers entrees generally ranging in price from $14 to $29 and features their signature steaks. The blended guest check average at Ruth’s Chris was approximately $89 during fiscal year 2021 with food sales representing 81% of the guest check and the remainder represented by beverage sales. While the Ruth’s Chris core menu is similar at all of its restaurants, the Company seasonally introduces new items such as limited time and prix fixe offerings that allow it to give its guests additional choices while taking advantage of fresh sourcing and advantageous cost opportunities.Management

~~Restaurant~~The Ruth’s Chris Chief Executive Officer, Chief Operating Officer and Vice President of Operations have primary responsibility for managing Company-owned restaurants and ~~Management~~participate in analyzing restaurant-level performance and strategic planning. The Company has eight regional vice presidents who oversee restaurant operations at Company-owned restaurants, one regional vice president who has oversight responsibility for certain company owned and all franchisee-owned restaurants and one vice president to whom the regional vice presidents report. In addition, restaurant education and training is overseen by a regional staff dedicated to the ongoing training and development of customer service employees and kitchen staff.

~~The~~A ~~Ruth’s~~typical ~~Chris~~Company-owned ~~Chief~~restaurant ~~Executive~~employs ~~Officer,~~four ~~Chief~~to ~~Operating~~five ~~Officer~~managers, ~~and~~including ~~Vice~~a ~~President~~general ofmanager, ~~Operations~~two ~~have~~or ~~primary~~three ~~responsibility for managing Company~~front-~~owned restaurants and participate in analyzing restaurant~~of-~~level~~the-house managers ~~performance~~ and ~~strategic~~an ~~planning~~executive chef. The Company ~~has seven regional vice presidents who oversee restaurant operations at Company~~-owned restaurants, ~~one~~also ~~vice~~typically ~~president~~have toapproximately ~~whom~~55-65 ~~the~~hourly ~~regional~~employees ~~vice~~(higher ~~presidents~~volume ~~report~~locations ~~and~~will ~~one~~have ~~vice~~more ~~president~~staff). Staffing ~~who~~levels ~~has~~at ~~oversight~~most ~~responsibility for franchisee~~Company-owned restaurants. Incontinue ~~addition,~~to ~~restaurant~~be ~~education~~lower ~~and~~than ~~training~~pre-COVID islevels ~~overseen~~due byto alabor ~~regional~~efficiencies ~~staff~~as ~~dedicated~~well toas the ~~ongoing~~challenging ~~training~~labor ~~and development of customer service employees and kitchen staff~~market.

A typical Company-owned restaurant employs four to five managers, including a general manager, two front-of-the-house managers and an executive chef. The Company-owned restaurants also typically have approximately 57 hourly employees. Staffing levels at Company-owned restaurants have been lower in fiscal year 2021 due to the impacts of the COVID-19 pandemic and efficiency measures implemented by the Company.Purchasing

The Company’s ability to maintain consistent quality throughout its restaurants depends in part upon its ability to acquire food and other supplies from reliable sources in accordance with its specifications. Purchasing for the restaurants is directed by the Vice President of Purchasing, Menu and Culinary as well as the Executive Chef using the Company's purchasing philosophy and specifications.

3 Table of Contents

~~executive~~During ~~chef~~fiscal year 2022, ~~who~~the isCompany ~~trained~~purchased insubstantially all the beef it used in Company-owned Ruth’s ~~purchasing~~Chris ~~philosophy~~restaurants ~~and~~from ~~specifications~~two vendors, Sysco Specialty Meat Group (a subsidiary of Sysco) and ~~who~~Stock ~~works~~Yards Packing (a subsidiary of US Foods). Each vendor supplied about half of the Company’s beef requirements. In addition, the Company has a distribution arrangement with ~~regional~~a national food and ~~corporate~~restaurant ~~managers~~supply todistributor, ~~ensure~~Distribution ~~consistent~~Market ~~sourcing~~Advantage, ofInc. ~~fish~~(DMA), ~~produce~~which purchases products for the Company from various suppliers and ~~other~~through which all the Company-owned Ruth’s Chris Steak House restaurants receive a significant portion of their food supplies.

~~During~~Quality ~~fiscal~~Control year 2021, the Company purchased substantially all the beef it used in Company-owned Ruth’s Chris restaurants from two vendors, Sysco Specialty Meat Group (a subsidiary of Sysco) and Stock Yards Packing (a subsidiary of US Foods). Each vendor supplied about half of the Company’s beef requirements. In addition, the Company has a distribution arrangement with a national food and restaurant supply distributor, Distribution Market Advantage, Inc. (DMA), which purchases products for the Company from various suppliers and through which all the Company-owned Ruth’s Chris Steak House restaurants receive a significant portion of their food supplies.

~~Quality~~The ~~Control~~Company strives to maintain quality and consistency in its Company-owned restaurants through careful training and supervision of personnel and standards established for food and beverage preparation, maintenance of facilities and conduct of personnel. The primary goal of the Company’s training and supervision programs is to ensure that its employees display the characteristics of its brand and values that distinguish it from its competitors. Restaurant managers in Company-owned restaurants must complete a training program that is typically seven to eight weeks long, during which they are instructed in multiple areas of restaurant management, including food quality and preparation, guest service, alcoholic beverage service, liquor regulation compliance and employee relations. Restaurant managers also receive operations manuals relating to food and beverage preparation and restaurant operations. Restaurant managers are certified by the National Restaurant Association Educational Foundation for food safety.

~~The~~In ~~Company~~addition ~~strives~~ to ~~maintain~~our internal quality ~~and~~control ~~consistency~~measures, inthe ~~its~~Ruth’s ~~Company-owned~~Chris ~~restaurants~~Steak ~~through~~House ~~careful~~restaurants ~~training~~also ~~and~~employ ~~supervision~~an ofindependent ~~personnel~~third-party ~~and~~food ~~standards~~safety ~~established~~firm ~~for~~to ~~food~~ensure ~~and~~proper ~~beverage preparation~~training, ~~maintenance~~food ofsafety ~~facilities~~ and ~~conduct~~the ofachievement ~~personnel. The primary goal~~ of the ~~Company’s~~highest ~~training~~standards ~~and~~for ~~supervision~~cleanliness ~~programs~~throughout ~~is to ensure that its employees display~~ the ~~characteristics~~restaurant ofthrough ~~its~~routine ~~brand~~quarterly ~~and~~unannounced ~~values that distinguish it from its competitors~~inspections. ~~Restaurant~~The ~~managers in~~ Company~~-owned~~ ~~restaurants~~instructs ~~must~~chefs ~~complete~~and aassistants ~~training~~on ~~program~~safety, ~~that~~sanitation, ishousekeeping, ~~typically~~repair ~~seven~~and ~~to eight weeks long~~maintenance, ~~during~~product ~~which~~and ~~they~~service ~~are~~specifications, ~~instructed~~ordering inand ~~multiple~~receiving ~~areas~~food ofproducts ~~restaurant~~and ~~management,~~quality ~~including~~assurance. ~~food~~At ~~quality~~the ~~and~~Ruth’s ~~preparation,~~Chris ~~guest service~~restaurants, ~~alcoholic~~the ~~beverage~~executive ~~service~~chef, ~~liquor~~together ~~regulation~~with ~~compliance~~the ~~and~~restaurant ~~employee relations. Restaurant~~ managers, ~~also~~oversees ~~receive~~a ~~operations~~line ~~manuals~~check ~~relating~~system toof ~~food~~quality ~~and~~control ~~beverage preparation~~ and ~~restaurant~~must ~~operations.~~complete ~~Restaurant~~a ~~managers~~quality ~~are~~assurance ~~certified~~checklist byverifying the ~~National~~flavor, ~~Restaurant~~presentation ~~Association~~and ~~Educational~~proper ~~Foundation~~temperature ~~for~~of the food ~~safety~~and beverages.

InMarketing ~~addition to our internal quality control measures, the Ruth’s Chris Steak House restaurants also employ an independent third-party food safety firm to ensure proper training, food safety~~ and the achievement of the highest standards for cleanliness throughout the restaurant through routine quarterly unannounced inspections. The Company instructs chefs and assistants on safety, sanitation, housekeeping, repair and maintenance, product and service specifications, ordering and receiving food products and quality assurance. At the Ruth’s Chris restaurants, the executive chef, together with the restaurant managers, oversees a line check system of quality control and must complete a quality assurance checklist verifying the flavor, presentation and proper temperature of the food and beverages. Promotions

~~Marketing~~The goals of the Company’s marketing efforts are to increase restaurant sales by attracting new guests, increasing the frequency of visits by current guests, enhancing the guest experience, driving innovation, improving brand recognition in new markets or markets where it intends to open a restaurant and ~~Promotions~~to communicate the overall uniqueness, value and quality exemplified by the restaurants. The Company and its franchisees use multiple media channels to accomplish these goals and complements its national advertising with targeted local media such as print, digital media, influencer marketing, search engine marketing and outdoor billboards.

The goals of the Company’s marketing efforts are to increase restaurant sales by attracting new guests, increasing the frequency of visits by current guests, enhancing the guest experience, driving innovation, improving brand recognition in new markets or markets where it intends to open a restaurant and to communicate the overall uniqueness, value and quality exemplified by the restaurants. The Company uses multiple media channels to accomplish these goals and complements its national advertising with targeted local media such as print, digital media, influencer marketing, search engine marketing, satellite radio and outdoor billboards. Advertising

~~Advertising~~In fiscal year 2022, the Company spent $17.4 million, or 3.4% of its revenues, in total marketing and advertising expenditures, which included spending on data and digital initiatives, in-store gift card promotion, traditional public relations, social media and influencer marketing. During fiscal year 2022, the Company’s online strategy also included an emphasis on continued website improvement and personalized and targeted emails with special offers and announcements, as well as emails regarding off-premise dining options, holiday offers and personalized birthday and anniversary invitations. The Company's franchisees also conduct their own local media and advertising plans.

InGift fiscal year 2021, the Company spent $13.5 million, or 3.1% of its revenues, in total marketing and advertising expenditures, which included spending on data and digital initiatives, in-store gift card promotion, traditional public relations, social media and influencer marketing. During fiscal year 2021, the Company’s online strategy also included an emphasis on continued website improvement and personalized and targeted emails with special offers and announcements, as well as emails regarding off-premise dining options, holiday offers and personalized birthday and anniversary invitations. In fiscal year 2021, Ruth’s Chris Steak House continued its participation in a co-branded campaign with the American Express Membership Rewards program and the American Express Gold Card partnership. The Company’s franchisees also conduct their own local media and advertising plans. Cards

~~Gift~~The ~~Cards~~Company sells Ruth’s Chris gift cards at most of its Ruth’s Chris Steak House restaurants, including franchises, on its website and through its toll-free number. E-gift cards, which may be purchased on the Company’s e-commerce gift card website, are emailed directly to the recipient and are redeemable in the same manner as physical gift cards. Ruth’s Chris gift cards are also sold in third-party retail outlets and are available through redemption of American Express Membership Rewards points. Offering gift cards at third-party retailers and e-gift cards gives Ruth’s Chris the opportunity to maximize last-minute gift-giving and address its patrons’ requests for convenient, immediate purchases. Ruth’s Chris patrons frequently purchase gift cards for holidays, including Christmas, Hanukkah, Valentine’s Day, Mother’s Day and Father’s Day, and other special occasions. In fiscal year 2022, Company and franchise sales of Ruth’s Chris gift cards aggregated approximately $74.9 million system-wide, compared to $72.6 million in fiscal year 2021. Ruth’s Chris gift cards are redeemable at both Company and franchisee-owned Ruth’s Chris restaurants.

The Company sells Ruth’s Chris gift cards at most of its Ruth’s Chris Steak House restaurants, including franchises, on its website and through its toll-free number. E-gift cards, which may be purchased on the Company’s e-commerce gift card website, are emailed directly to the recipient and are redeemable in the same manner as physical gift cards. Ruth’s Chris gift cards are also sold in third-party retail outlets and are available through redemption of American Express Membership Rewards points. Offering gift cards at third-party retailers and e-gift cards gives Ruth’s Chris the opportunity to maximize last-minute gift-giving and address its patrons’ requests for convenient, immediate purchases. Ruth’s Chris patrons frequently purchase gift cards for holidays, including Christmas, Hanukkah, Valentine’s Day, Mother’s Day and Father’s Day, and other special occasions. In fiscal year 2021, Company and franchise sales of Ruth’s Chris gift cards aggregated approximately $72.6 million system-wide, compared to $49. 4 ~~million in fiscal year 2020. Ruth’s Chris gift cards are redeemable at both Company and franchisee-owned Ruth’s Chris restaurants.~~

4 Table of Contents

Franchise Program and Relationship

Under the Company’s franchise program, the Company offers certain services and licensing rights to the franchisee to help maintain consistency in system-wide operations. The Company’s services include training of personnel, construction assistance, providing the new franchisee with standardized operating procedures and manuals, business and financial forms, consulting with the new franchisee on purchasing and supplies and performing supervisory quality control services. The Company conducts reviews of its franchisee-owned restaurants to ensure compliance with its standards.

As of December 2625, ~~2021~~2022, the Company’s 74 franchisee-owned Ruth’s Chris restaurants are owned by 25 24 franchisees with the three largest franchisees owning 34 36 restaurants in total.

Under the Company’s current franchise program, each franchise arrangement consists of a development agreement, if multiple restaurants are to be developed, with a separate franchise agreement executed for each restaurant. The Company’s current form of development agreement grants exclusive rights to a franchisee to develop a minimum number of restaurants in a defined area, typically during a three-to-five-year period. Individual franchise agreements govern the operation of each restaurant opened and have a 20-year term with two renewal options each for additional ten-year terms if certain conditions are met. The Company’s current form of franchise agreement requires franchisees to pay a 5% royalty on gross revenues plus up to a 1% advertising fee applied to national advertising expenditures. All of the franchisee-owned locations experienced disruptions to their business from COVID-19, and as a result, the Company waived franchise royalty requirements until their dining rooms were re-opened. As of December 26, 2021, each of the franchisee-owned Ruth’s Chris restaurant dining rooms were open.

Under the Company’s current form of development agreement, and unless agreed otherwise, the Company collects a $50 thousand development fee, which is credited toward the $150 thousand franchise fee, for each restaurant the franchisee has rights to develop. Under the Company’s current form of the franchise agreement, it collects up to $150 thousand of the full franchise fee at the time of executing the franchise agreement for each restaurant. If one restaurant is to be developed, a single unit franchise agreement is executed, and the $150 thousand franchise fee is collected at signing.

Information Systems and Restaurant Reporting

Each of the Company’s restaurants use computerized point-of-sale systems, which are designed to promote operating efficiency, provide corporate management timely access to financial and marketing data and reduce restaurant and corporate administrative time and expense. These systems record each order and print the food requests in the kitchen for the cooks to prepare. The data captured for use by operations and corporate management includes gross sales amounts, cash and credit card receipts and quantities of each menu item sold. Sales and receipts information is generally transmitted to the corporate office daily.

The Company’s corporate systems provide management with operating reports that show Company-owned restaurant performance comparisons with budget and prior year results. These systems allow the Company to monitor Company-owned restaurant sales, food and beverage costs, labor expense and other restaurant trends on a regular basis.

Service Marks

The Company has registered the main service marks “Ruth’s Chris” and its “Ruth’s Chris Steak House, U.S. Prime & Design” logo, as well as other service marks used by its restaurants, with the United States Patent and Trademark Office and in the foreign countries in which its restaurants operate. The Company has also registered in other foreign countries in anticipation of new store openings within those countries. The Company is not aware of any infringing uses that could materially affect its business. The Company believes that its service marks are valuable to the operation of its restaurants and are important to its marketing strategy.

Seasonality

The Company’s business is subject to seasonal fluctuations. Historically, absent the impact of COVID-19 in fiscal years 2020 and 2021, the percentage of its annual revenues earned during the first and fourth fiscal quarters have been higher relative to other quarters due, in large part, to increased restaurant sales during the year-end holiday season and the popularity of dining out in the fall and winter months. The impact of COVID-19 resulted in higher revenue during the first fiscal quarter of 2020 compared to other quarters in fiscal year 2020 which was atypical compared to prior year results. During the fiscal year 2021 the Company experienced a decline in revenues during the first fiscal quarter due to pandemic-related dining room restrictions.

5Human Capital

Our approach to Human Capital is defined by our strong culture of taking care of people, which reflect our roots in the single steak house started by Ruth Fertel over fifty-seven years ago, define the essence of Ruth’s Chris Steak House, and determine how we take care of each of Our People: Guests, Team Members, Franchise Owners, Vendor Partners, Community, and Investors.

Our approach to Human Capital is defined by our strong culture of taking care of people, which reflect our roots in the single steak house started by Ruth Fertel over fifty-five years ago, define the essence of Ruth’s Chris Steak House, and determine how we take care of each of Our People: Guests, Team Members, Franchise Owners, Vendor Partners, Community, and Investors. 5

~~None~~ Table of the Company’s employees (our “Team Members”) are covered by a collective bargaining agreement. In response to the COVID-19 pandemic, and the resulting temporary closures of, or state and local government-imposed capacity restrictions on, our restaurants, many of our hourly Team Members were placed on temporary furlough. As of December 26, 2021, most of the furloughed Team Members were rehired and the Company employed 4,527 persons, of whom 367 were salaried and 4,160 were hourly personnel, who were employed in the positions set forth in the table below.Contents

Functional Area	Number of Employees
Senior Officers / Corporate VPs / Operations VPs		22
General Managers		74
Managers		153
Regional Corporate Chefs / Executive Chefs		72
Non-Salaried Restaurant Staff		4,127
Corporate Salaried		46
Corporate Non-salaried		33
Total number of employees		4,527

None of the Company’s employees (our “Team Members”) are covered by a collective bargaining agreement. Over the course of 2022, the Company completed our transition out of its “COVID-response” approach to Human Capital, continued to adjust our health and safety protocols to align with changing federal, state and local requirements, and refocused our efforts on ensuring our restaurants were fully staffed, opening new restaurants, and developing our team members. As of December 25, 2022, our number of employees by functional area is set forth in the table below:

We believe the stability of our leadership team is a critical driver of our ability to steward the Company’s brand and to deliver consistently the brand standards and experiences our Guests expect. The average tenure of our Field Leadership (VP Level) is approximately sixteen years, the average tenure of our Restaurant Leadership (General Managers and Chefs) is greater than nine years, and the average tenure of our home office leadership is nine years. In addition, 21% of our General Managers and approximately 29% of our Chefs have been with the Company for more than fifteen years.

Functional Area	Number of Employees
Senior Officers / Corporate VPs / Operations VPs		18
General Managers/Regional General Managers		76
Managers		199
Executive Chefs/Regional Corporate Chefs		79
Non-Salaried Restaurant Staff		4,302
Corporate Salaried		58
Corporate Non-salaried		36
Total number of employees		4,768

~~Our~~We ~~diverse~~believe the stability of our leadership team ~~reflects~~is a critical driver of our ~~commitment~~ability to ~~attracting,~~steward ~~retaining,~~the ~~and~~Company’s ~~developing~~brand aand ~~workforce~~to ~~that~~deliver ~~reflects~~consistently the ~~communities~~brand instandards ~~which~~and weexperiences ~~live~~our ~~and~~Guests ~~work~~expect. ~~Across~~ ~~the~~The ~~Company,~~average ~~approximately~~tenure ~~53%~~ of our ~~Team~~Field ~~Members~~Leadership ~~are~~(VP ~~racially~~Level) oris ~~ethnically~~approximately ~~diverse~~sixteen ~~and~~years, ~~34%~~the ~~identify~~average astenure ~~female. Of~~of our ~~Named~~Restaurant ~~Executive~~Leadership ~~Officers~~(General ~~80%~~Managers ~~identify~~and asChefs) ~~female~~is approximately nine years, and ~~63%~~the average tenure of our ~~Board~~home ofoffice ~~Directors~~leadership ~~identify~~is asjust ~~female~~shy of nine years. ~~Consistent~~In ~~with~~addition, ~~our~~23% ~~commitment~~of toour ~~diversity,~~General weManagers ~~hired~~and aapproximately ~~Director~~30% of ~~Diversity~~our ~~and~~Chefs ~~Inclusion~~have inbeen ~~November~~with ofthe ~~2020~~Company for more than fifteen years.

WeOur ~~believe~~diverse ~~that~~team ~~providing~~reflects ~~competitive benefits to~~ our ~~Team~~commitment ~~Members is integral~~ to ~~ensuring~~attracting, weretaining, ~~achieve~~and ~~our~~developing ~~goal~~a ofworkforce ~~attracting~~that ~~and~~reflects ~~retaining~~ the ~~best~~communities ~~team~~ in ~~the~~which ~~industry. As such,~~ we ~~offer~~live ~~our~~and ~~Team~~work. ~~Members~~Across ~~competitive~~the ~~pay~~Company, ~~and~~approximately ~~health~~55% ~~care~~of ~~benefits.~~our ~~Hourly~~ Team Members are ~~eligible~~racially ~~for~~or ~~health~~ethnically ~~care~~diverse and ~~vacation~~36% ~~benefits~~identify ~~after~~as ~~one~~female. ~~year~~Of ofour ~~service~~Named ifExecutive ~~they~~Officers ~~average~~60% 24identify ~~hours~~as offemale ~~work~~ and ~~receive~~63% ~~company-paid~~of ~~life~~our ~~insurance~~Board ~~when~~of ~~meeting~~Directors ~~the~~identify ~~same~~as ~~criteria~~female. AsConsistent ~~part~~with of our commitment to ~~our Team Members’ health and well-being during the global pandemic~~diversity, ~~the~~we ~~Company~~hired ~~paid~~a ~~both~~Director ~~the Employer and Employee portions~~ of ~~health~~Diversity ~~care premiums for our furloughed Team Members while their restaurants were closed or operating take-out~~ and ~~delivery~~Inclusion ~~only~~in ~~through~~November ~~the third quarter~~ of ~~fiscal year~~ 2020.

~~Our~~We ~~commitment~~believe that providing competitive benefits to our Team Members ~~does~~is ~~not~~integral ~~stop~~to ~~with~~ensuring ~~providing~~we ~~competitive~~achieve ~~pay~~our ~~and~~goal ~~benefits.~~of Inattracting ~~2005,~~and ~~following~~retaining the ~~impact~~best ofteam ~~Hurricane~~in ~~Katrina~~the industry. As such, we ~~created~~offer ~~the~~our ~~RUTHS~~Team ~~Fund~~Members tocompetitive ~~support~~pay ~~our~~and health care benefits. Hourly Team Members ~~experiencing~~are ~~hardship.~~eligible ~~The~~for ~~RUTHS~~health ~~Fund~~care isand ~~supported~~vacation ~~primarily~~benefits byafter ~~home~~one ~~office~~year of service if they average 24 hours of work and ~~field~~receive company-paid life insurance when meeting the same criteria. We also held Team Member contributions~~. Over~~ ~~the~~to ~~course~~health ofcare ~~2020~~premiums flat in 2022 and ~~2021~~shifted ~~the~~our ~~fund~~401(k) ~~paid~~plan ~~out~~to ~~$766~~a ~~thousand~~Safe Harbor plan. This new plan was accompanied by an increase in ~~grants~~the ~~benefiting~~amount ~~over~~and ~~680~~frequency of our Company match and allowing all Team Members ~~who~~to ~~applied~~participate ~~for~~in ~~support~~the plan after 90 days of service.

~~Finally,~~Our ~~the COVID-19 pandemic provided us with the opportunity to reinforce our~~ commitment to ~~the health and safety of~~ our ~~people. A~~Team ~~sample~~Members ofdoes ~~additional~~not ~~steps~~stop wewith ~~are~~providing ~~taking~~competitive topay ~~keep our Team Members~~ and ~~guests~~benefits. ~~safe~~In ~~include: increased sanitation processes~~2005, ~~enhanced~~following ~~COVID-19~~the ~~safety~~impact ~~training and certification~~ of ~~our~~Hurricane ~~hourly and management team~~Katrina, ~~voluntary~~we ~~capacity~~created ~~restrictions~~the inRUTHS ~~select~~Fund ~~markets~~ to ~~protect~~support our Team Members ~~and~~experiencing ~~guests,~~hardship. ~~and~~The ~~daily~~RUTHS ~~health~~Fund ~~screenings~~is ofsupported ~~all~~primarily ~~restaurant~~by ~~Team~~home ~~Members.~~office ~~The~~and ~~impact~~field ofTeam ~~this~~Member ~~increased~~contributions. ~~vigilance~~Over ~~was an average weekly exclusion rate (~~the ~~number~~course of 2020 through 2022 ~~Team~~the ~~Members~~fund ~~excluded~~paid ~~from~~out ~~work~~$871 thousand ~~divided~~in bygrants ~~the~~benefiting ~~total~~over ~~number~~ 730 of our Team Members ~~working)~~who ofapplied ~~less~~for ~~than 1% over fiscal year 2021~~support.

~~Government~~Our ~~Regulation~~commitment to our Team Members also extends to creating promotional opportunities for them and ensuring they are well prepared for those opportunities. In 2022, we took several steps to ensure we develop and retain our talent including only opening new restaurants with experienced Ruth's Chris management teams, expanding our Key Development program to provide the experiences needed to seamlessly enter Management, and implemented a Regional General Manager program to prepare our next generation of Regional Vice Presidents (multi-unit leaders).

~~The~~Government Company is subject to extensive federal, state and local government regulation, including regulations relating to public health and safety, zoning and fire codes and the sale of alcoholic beverages and food. The Company maintains the necessary restaurant, alcoholic beverage and retail licenses, permits and approvals. Federal and state laws govern the Company’s relationship with its employees, including laws relating to minimum wage requirements, overtime, tips, tip credits and working conditions. A significant number of the Regulation

6The Company is subject to extensive federal, state and local government regulation, including regulations relating to public health and safety, zoning and fire codes and the sale of alcoholic beverages and food. The Company maintains the necessary restaurant, alcoholic beverage and retail licenses, permits and approvals. Federal and state laws govern the Company’s relationship with its employees, including laws relating to minimum wage requirements, overtime, tips, tip credits and working conditions. A significant number of the Company’s hourly employees are paid at rates related to federal or state minimum wage. During 2022, governmental entities acted to increase minimum wage rates in several jurisdictions where Company-owned restaurants are located, and further increases are anticipated to take effect in coming years.

Company’s hourly employees are paid at rates related to federal or state minimum wage. During 2021, governmental entities acted to increase minimum wage rates in several jurisdictions where Company-owned restaurants are located, and further increases are anticipated to take effect in coming years. 6

~~The~~ Table ~~Company is subject to laws and regulations relating to the preparation and sale~~ of food, including regulations regarding product safety, nutritional content and menu labeling. The Company is subject to laws and regulations requiring disclosure of calorie, fat, trans fat, salt and allergen content. Beginning in May 2018, the Patient Protection and Affordable Care Act of 2010 (“ACA”) has required restaurant companies, such as the Company, to disclose calorie information on their menus. The Food and Drug Administration has rules to implement this provision that require restaurants to post the number of calories for most items on menus or menu boards and to make available more detailed nutrition information upon request. A number of states, counties and cities have also enacted menu labeling laws requiring restaurant companies, such as the Company, to disclose certain nutrition information on their menus, or have enacted legislation restricting the use of certain types of ingredients in restaurants some of which are preempted by the federal law. Many of the current requirements are inconsistent or are interpreted differently from one jurisdiction to another. Contents

The Company ~~maintains~~is ansubject ~~employee~~to ~~benefits~~laws ~~program~~and ~~that~~regulations ~~provides~~relating ~~self-insured~~to the preparation and ~~insured~~sale ~~coverage~~of tofood, ~~employees~~including ~~that~~regulations ~~meet~~regarding ~~the~~product ~~applicable~~safety, ~~requirements~~nutritional ~~under~~content ~~the~~and ~~program~~menu labeling. ~~Employees~~The ~~can~~Company ~~elect~~is subject to ~~enroll~~laws ~~dependents~~and ~~that~~regulations ~~meet~~requiring ~~eligibility~~disclosure ~~criteria.~~of ~~Coverage includes health~~calorie, ~~dental~~fat, ~~vision~~trans fat, ~~short-~~salt and ~~long-term~~allergen ~~disability~~content. Beginning in May 2018, ~~life~~the ~~insurance~~Patient Protection and ~~other~~Affordable ~~voluntary~~Care ~~ancillary~~Act ~~benefits.~~of ~~Employees~~2010 ~~share~~(“ACA”) inhas required restaurant companies, such as the ~~cost~~Company, ofto ~~other~~disclose ~~coverage~~calorie atinformation ~~varying~~on ~~levels~~their menus. The ~~Company~~Food and Drug Administration has ~~historically~~rules ~~funded~~to aimplement ~~majority~~this ofprovision that require restaurants to post the ~~cost~~number of ~~employee~~calories ~~health~~for ~~benefits.~~most ~~The~~items ~~ACA~~on ~~requires~~menus ~~that~~or ~~employers~~menu ~~offer~~boards ~~health~~and ~~care~~to ~~coverage~~make ~~that~~available ismore ~~qualified~~detailed ~~and~~nutrition ~~affordable.~~information ~~Coverage~~upon ~~must~~request. beA ~~offered~~number toof ~~all~~states, ~~“full-time”~~counties ~~employees,~~and ascities ~~defined~~have byalso ~~the~~enacted ~~ACA.~~menu ~~The~~labeling ~~Company~~laws ~~routinely~~requiring ~~reviews~~restaurant ~~its~~companies, ~~health~~such ~~benefit~~as ~~plans~~the Company, to ~~assure~~disclose ~~conformity~~certain ~~with~~nutrition ~~the~~information ~~ACA.~~on ~~The~~their ~~hours~~menus, ofor ~~service~~have ~~eligibility~~enacted ~~criteria~~legislation restricting the ~~Company~~use ~~requires~~of ~~for~~certain ~~health~~types ~~benefits~~of ~~are~~ingredients ~~lower~~in ~~than~~restaurants ~~required~~some ~~under~~of which are preempted by the ~~ACA~~federal law. ~~Approximately~~Many ~~62%~~ of ~~eligible~~the ~~employees~~current ~~elect~~requirements toare ~~participate~~inconsistent inor ~~the~~are ~~Company’s~~interpreted ~~health~~differently ~~benefit~~from ~~plans.~~one jurisdiction to another.

The ~~offer~~Company ~~and~~maintains ~~sale~~an ofemployee ~~franchises~~benefits ~~are~~program ~~subject~~that provides self-insured and insured coverage to ~~regulation~~employees bythat meet the Uapplicable requirements under the program.S Employees can elect to enroll dependents that meet eligibility criteria. ~~Federal~~Coverage ~~Trade~~includes ~~Commission~~health, ~~(“FTC”)~~dental, vision, short- and ~~many~~long-term ~~states.~~disability, ~~The~~life ~~FTC~~insurance ~~requires~~and ~~that~~other ~~the~~voluntary ~~Company~~ancillary ~~furnish~~benefits. toEmployees ~~prospective~~share ~~franchisees~~in athe ~~franchise~~cost ~~disclosure~~of ~~document~~other ~~containing~~coverage ~~prescribed~~at ~~information~~varying levels. AThe ~~number~~Company ofhas ~~states~~historically ~~also~~funded ~~regulate~~a majority of the ~~sale~~cost of ~~franchises~~employee ~~and~~health ~~require~~benefits. ~~state~~The ~~registration~~ACA ofrequires ~~franchise~~that ~~offerings~~employers ~~and~~offer ~~the~~health ~~delivery~~care ofcoverage athat ~~franchise~~is ~~disclosure~~qualified ~~document~~and affordable. Coverage must be offered to ~~prospective~~all ~~franchisees~~“full-time” employees, as defined by the ACA. The Company’s ~~noncompliance~~routinely ~~could~~reviews ~~result~~its inhealth ~~governmental~~benefit ~~enforcement~~plans ~~actions~~to ~~seeking~~assure aconformity ~~civil~~with orthe ~~criminal~~ACA. ~~penalty,~~The ~~rescission~~hours of aservice ~~franchise,~~eligibility ~~and~~criteria ~~loss~~the ofCompany ~~its~~requires ~~ability~~for tohealth ~~offer~~benefits ~~and~~are ~~sell~~lower ~~franchises~~than inrequired aunder ~~state,~~the orACA. aApproximately ~~private~~62% ~~lawsuit~~of ~~seeking~~eligible ~~rescission,~~employees ~~damages~~elect ~~and~~to ~~legal~~participate ~~fees.~~in the Company’s health benefit plans.

~~Competition~~The offer and sale of franchises are subject to regulation by the U.S. Federal Trade Commission (“FTC”) and many states. The FTC requires that the Company furnish to prospective franchisees a franchise disclosure document containing prescribed information. A number of states also regulate the sale of franchises and require state registration of franchise offerings and the delivery of a franchise disclosure document to prospective franchisees. The Company’s noncompliance could result in governmental enforcement actions seeking a civil or criminal penalty, rescission of a franchise, and loss of its ability to offer and sell franchises in a state, or a private lawsuit seeking rescission, damages and legal fees.

~~The~~Competition restaurant business is highly competitive and highly fragmented, and the number, size and strength of the Company’s competitors vary widely by region. The Company believes that restaurant competition is based on, among other things, quality of food products, customer service, reputation, restaurant location, atmosphere, name recognition and price. The Company’s restaurants compete with a number of upscale steakhouses within their markets, both locally owned restaurants and restaurants within regional or national chains. The principal upscale steakhouses with which the Company competes are Fleming’s, The Capital Grille, Smith & Wollensky, The Palm, Del Frisco’s Double Eagle Steakhouse, Fogo de Chão, Morton’s The Steakhouse, Eddie V’s and other local fine dining restaurants. The Company’s competitors may be better established in certain of the Company’s existing markets and/or markets into which the Company intends to expand.

~~Available~~The ~~Information~~restaurant business is highly competitive and highly fragmented, and the number, size and strength of the Company’s competitors vary widely by region. The Company believes that restaurant competition is based on, among other things, quality of food products, customer service, reputation, restaurant location, atmosphere, name recognition and price. The Company’s restaurants compete with a number of upscale steakhouses within their markets, both locally owned restaurants and restaurants within regional or national chains. The principal upscale steakhouses with which the Company competes are Fleming’s, The Capital Grille, Smith & Wollensky, The Palm, Del Frisco’s Double Eagle Steakhouse, Fogo de Chão, Morton’s The Steakhouse, Eddie V’s and other local fine dining restaurants. The Company’s competitors may be better established in certain of the Company’s existing markets and/or markets into which the Company intends to expand.

~~The~~Available Company maintains a website at www.rhgi.com. The Company makes available free of charge, through the investor relations section of its website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports electronically filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Such information is available on the Company’s website as soon as reasonably practicable after it is filed with the SEC. Additionally, the Company’s Code of Ethics may be accessed within the Investor Relations section of its website. Information ~~found on the Company’s website is not part of this Annual Report on Form 10-K or any other report filed with the SEC.~~

~~Item~~The 1ACompany maintains a website at www.rhgi.com. ~~RISK~~The ~~FACTORS~~Company makes available free of charge, through the investor relations section of its website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports electronically filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Such information is available on the Company’s website as soon as reasonably practicable after it is filed with the SEC. Additionally, the Company’s Code of Ethics may be accessed within the Investor Relations section of its website. Information found on the Company’s website is not incorporated into this Annual Report on Form 10-K or any other report filed with the SEC.

~~In addition to the other information in this Annual Report on Form 10-K, the following risk factors should be considered carefully in evaluating the Company and its business~~Item 1A. RISK Additional risks and uncertainties not presently known to us or that the Company currently deems immaterial may also impair its business operations. If any of these certain risks and uncertainties were to actually occur, the Company’s business, financial condition or results of operations could be materially adversely affected. In such case, the trading price of the Company’s common stock could decline and its investors may lose all or part of their investment. These risks and uncertainties include the following: FACTORS

7In addition to the other information in this Annual Report on Form 10-K, the following risk factors should be considered carefully in evaluating the Company and its business. Additional risks and uncertainties not presently known to us or that the Company currently deems immaterial may also impair its business operations. If any of these certain risks and uncertainties were to actually occur, the Company’s business, financial condition or results of operations could be materially adversely affected. In such case, the trading price of the Company’s common stock could decline and its investors may lose all or part of their investment. These risks and uncertainties include the following:

~~Risks Related to Our Ability to Operate and Grow Our Business~~ 7

~~The~~ Table ~~COVID-19 outbreak has disrupted and is expected to continue to disrupt our business, which has and could continue to materially affect our operations, financial condition and results~~ of ~~operations for an extended period of time.~~Contents

~~The~~Risks ~~government~~Related ~~responses related~~ to ~~COVID-19 across~~ ~~the~~Our ~~world~~Ability ~~and our Company’s responses~~ to ~~the~~Operate ~~outbreak have disrupted~~ and ~~will~~Grow ~~continue~~Our to disrupt our business. In the United States, containment efforts to slow the transmission of the virus that have been mandated by federal, state and local governments, include encouraging individuals to practice social distancing, restricting gathering in groups, and, in some areas, completely restricting individuals from non-essential movements outside of their homes. In response to the COVID-19 outbreak and these changing conditions, we closed the dining rooms in each of our Company-owned and managed restaurants during the month of April 2020 and transitioned our services to take-out and delivery operations in 69% of our restaurants. As of December 26, 2021, all 76 Company-owned and -managed restaurant dining rooms were open. If the COVID-19 pandemic reaccelerates and federal, state and local governments impose restrictions again, we may again be forced to close some or all of our dining rooms, which would cause us to lose revenue and incur additional expenses. We have closed certain restaurants, modified work hours for our Team Members and identified and implemented cost savings measures throughout our operations. The COVID-19 outbreak and these responses have affected and will continue to adversely affect our revenue and operating margin and we cannot predict how long the outbreak will last or what other government responses may occur.Business

~~Our~~ Increases ~~operations~~in ~~could~~the beprices ~~further disrupted if large numbers~~ of, ~~our employees~~ or ~~members~~reductions ofin ~~our~~the ~~senior~~availability ~~management team are diagnosed with COVID-19. If a significant percentage~~ of ~~our workforce is unable to work~~, ~~whether~~any ~~because~~ of ~~illness, quarantine, limitations on travel or other government restrictions in connection with COVID-19,~~ our ~~operations~~core ~~may~~food beproducts ~~negatively~~could ~~impacted,~~reduce ~~potentially materially adversely affecting~~ our ~~liquidity,~~operating ~~financial~~margins ~~condition or results of operations. Team Members might seek~~ and find other employment during business interruptions, which could materially adversely affect our ability to properly staff our restaurants with experienced Team Members when the business interruptions abate or endrevenues.

~~Our~~ We ~~suppliers~~purchase ~~could~~large bequantities ~~adversely~~of ~~impacted~~beef, byparticularly ~~the COVID-19 outbreak.~~USDA IfPrime ~~our~~grade ~~suppliers’~~beef, ~~employees~~which ~~are~~is ~~unable~~subject to ~~work,~~significant ~~whether~~price ~~because~~fluctuations ofdue ~~illness~~to seasonal shifts, ~~quarantine~~climate conditions, ~~limitations~~industry demand and other factors. Beef costs represent approximately 49% of our food and beverage costs during fiscal year 2022 . We typically buy our beef on ~~travel~~the or“spot” ~~other~~market ~~government~~and ~~restrictions~~from intime ~~connection~~to ~~with COVID-19,~~ time we ~~could~~will ~~face~~enter ~~shortages~~into oflonger ~~food~~term ~~items~~pricing and supply agreements. The market for USDA Prime grade beef is particularly volatile. If prices increase, or ~~other~~we ~~supplies~~are atunsuccessful in our ~~restaurants~~long-term pricing and ~~our~~supply ~~operations~~agreements, ~~and~~or ~~sales~~the ~~could~~supply beof ~~adversely~~beef ~~impacted~~is byreduced, ~~such~~our ~~supply~~operating ~~interruptions~~margins could be materially adversely affected.

As In ofaddition, ~~December~~under 26the Federal Meat Inspection Act and the Poultry Products Inspection Act, ~~2021~~the production, weprocessing ~~were~~or ~~engaged~~interstate indistribution ~~legal~~of ~~proceedings~~meat ~~with~~and ~~five~~poultry ~~landlords~~products is prohibited absent federal inspection. We ~~have~~If ~~pursued~~there oris ~~continue~~a disruption to ~~pursue~~the ~~these~~meat ~~matters~~inspection ~~vigorously~~process, ~~but~~we ~~there~~could ~~can~~experience bea noreduction ~~assurance~~in ~~that~~supply weand ~~will~~a ~~prevail~~corresponding increase in ~~litigation.~~meat prices, which could be significant, either of which could materially impact our operating margin and results of operations.

We In ~~have~~the ~~transitioned~~recent ~~some of our employees~~past, ~~primarily~~certain ~~home~~types ~~office~~of ~~support~~seafood ~~functions,~~have toexperienced ~~work~~fluctuations ~~remotely~~ in anavailability. ~~effort~~Seafood tois ~~mitigate~~also ~~the~~subject ~~spread of COVID-19. We are prepared~~ to ~~operate~~fluctuations in ~~this~~price ~~manner~~based ~~for~~on ~~the~~availability, ~~foreseeable~~which ~~future,~~is ifoften ~~necessary~~seasonal. ~~While~~ weIf ~~have~~certain ~~business~~types ~~continuity~~of ~~procedures~~seafood inare ~~place~~unavailable, toor ~~guide~~if our ~~response~~costs ~~to a crisis~~increase, our ~~attention~~results ~~may~~of ~~be diverted away from normal~~ operations ~~and~~could ~~our resources may~~ be ~~constrained~~adversely affected.

~~Additional~~The ~~government regulations or legislation due to~~ COVID-19, inoutbreak ~~addition~~has todisrupted ~~decisions we have made~~ and may ~~make~~continue ~~in the future, relating~~ to ~~the~~disrupt ~~compensation of and benefit offerings for~~ our ~~restaurant~~business, ~~Team~~which ~~Members~~has and could ~~also~~continue ~~have~~to anmaterially ~~adverse~~affect ~~effect on~~ our ~~business.~~operations, Wefinancial ~~cannot~~condition ~~predict~~and ~~the~~results ~~types~~ of ~~additional~~operations ~~government~~for ~~regulations~~an orextended ~~legislation~~period ~~that~~of ~~may be passed relating to employee compensation due to the COVID-19 outbreak~~time.

WeThe ~~could~~government ~~experience~~responses ~~other~~related ~~potential impacts due~~ to ~~the~~ COVID-19 across ~~pandemic~~the ~~that~~world ~~are~~and ~~not~~our ~~completely~~Company’s ~~known~~responses ~~at this time, including, but not limited~~ to, ~~charges~~the ~~from~~outbreak ~~potential~~have ~~adjustments~~disrupted and ~~impairment~~may ~~charges~~continue to ~~the~~disrupt ~~carrying~~our ~~amount~~business ofand adversely ~~goodwill,~~affect ~~indefinite-lived~~our ~~intangible~~revenue ~~assets~~ and ~~long-lived~~operating ~~assets.~~margin ~~We have incurred impairment charges~~ and ~~could~~we ~~incur~~cannot ~~additional~~predict ~~impairment~~how ~~charges~~long in the ~~future. Our~~outbreak ~~actual~~will ~~results~~ultimately last ~~may~~or ~~differ~~what ~~materially~~other ~~from~~government ~~the~~responses ~~Company’s~~may ~~current estimates as the scope of the COVID-19 pandemic evolves, depending largely though not exclusively on the duration of the disruption to our business~~occur.

AAs ~~lack~~ of ~~availability~~December of25, ~~suitable~~2022, ~~locations~~we ~~for~~were ~~new~~engaged ~~restaurants,~~in ~~the~~legal ~~inability~~proceedings with three landlords. Subsequent to ~~renew~~fiscal ~~leases~~year at2022, ~~existing~~we ~~restaurants~~resolved ontwo ~~similar~~of ~~terms~~these ~~and~~outstanding ~~conditions,~~legal orproceedings. aWe ~~decline~~have inpursued ~~the~~and ~~quality~~continue to ofpursue the ~~locations~~remaining ofoutstanding ~~our~~matter ~~current~~vigorously, ~~restaurants~~but ~~may~~there ~~adversely~~can ~~affect~~be ~~our~~no ~~sales~~assurance ~~and~~that ~~results~~we ofwill ~~operations~~prevail in litigation.

~~The~~Additional ~~success~~government ofregulations ~~our~~or ~~restaurants~~legislation ~~depends~~due to COVID-19, in ~~large~~addition ~~part~~to ondecisions ~~their locations. All but one of our Company-owned restaurant premises are leased. If~~ we dohave ~~not~~made ~~renew~~and ~~leases~~may ~~when~~make in the ~~lease terms expire~~future, orrelating ~~if we are unable~~ to ~~renew~~the ~~leases~~compensation onof ~~favorable terms~~ and ~~conditions,~~benefit ~~our~~offerings ~~operating~~for ~~results could be negatively impacted. Possible declines in neighborhoods where~~ our ~~restaurants~~restaurant ~~are~~Team ~~located~~Members ~~or adverse economic conditions in areas surrounding those neighborhoods~~ could also ~~result~~have inan ~~reduced~~adverse ~~sales~~effect inon ~~those~~our ~~restaurants~~business. ~~Desirable~~We ~~locations~~cannot ~~for~~predict ~~new restaurant openings or for~~ the ~~relocation~~types of ~~existing~~additional ~~restaurants~~government ~~may~~regulations ~~not be available at an acceptable cost when we identify a particular opportunity for a new restaurant~~ or ~~relocation.~~legislation Inthat ~~addition, construction costs for new locations~~ may ~~fluctuate. The~~be ~~occurrence~~passed ofrelating ~~one~~to oremployee ~~more~~compensation ofdue ~~these~~to the ~~events could have a significant adverse effect on our sales and results of operations~~COVID-19 outbreak.

8We cannot predict the duration of the COVID-19 pandemic or future governmental regulations or legislation that may be passed as a result of ongoing or future COVID-19 outbreaks. The continued impact of COVID-19 and the enactment of additional governmental regulations and restrictions may further adversely impact the global economy, the restaurant industry, and our business specifically, despite prior or future actions taken by us.

~~Our~~A ~~strategy~~lack toof ~~open~~availability ~~franchisee-owned~~of suitable locations for new restaurants, ~~subjects~~the usinability to ~~extensive~~renew ~~government~~leases ~~regulation~~at existing restaurants on similar terms and conditions, ~~compliance~~or ~~with~~a ~~which~~decline ~~might~~in ~~increase~~the quality of the locations of our ~~investment~~current ~~costs~~restaurants ~~and~~may ~~restrict~~adversely affect our ~~growth.~~sales and results of operations.

WeThe ~~are~~success ~~subject~~of toour ~~the~~restaurants ~~rules~~depends ~~and~~in ~~regulations~~large ofpart ~~the~~on ~~FTC~~their ~~and~~locations. ~~various~~All ~~international~~but ~~and~~one ~~state~~of ~~laws~~our ~~regulating~~Company-owned ~~the~~restaurant ~~offer~~premises ~~and~~are ~~sale~~leased. ofIf ~~franchises.~~we ~~The~~do ~~FTC~~not ~~requires~~renew ~~that~~leases wewhen ~~furnish~~the tolease ~~prospective~~terms ~~franchisees~~expire, aor ~~franchise~~if ~~disclosure~~we ~~document~~are ~~containing~~unable ~~prescribed~~to ~~information~~renew ~~and~~leases ~~can~~on ~~restrict~~favorable ~~our~~terms ~~ability~~and toconditions, ~~sell~~our ~~franchises.~~operating Aresults ~~number~~could ofbe ~~states~~negatively ~~also~~impacted. ~~regulate~~Possible ~~the~~declines ~~sale~~in ofneighborhoods ~~franchises~~where ~~and~~our ~~require~~restaurants ~~the~~are ~~obtaining~~located ofor aadverse ~~permit~~economic ~~and/or~~conditions ~~registration~~in ofareas ~~the~~surrounding ~~franchise~~those ~~disclosure~~neighborhoods ~~document~~could ~~with~~also ~~state~~result ~~authorities~~in ~~and~~reduced ~~the~~sales ~~delivery~~in ofthose ~~the~~restaurants. ~~franchise~~Desirable ~~disclosure~~locations ~~document~~for tonew ~~prospective~~restaurant ~~franchisees.~~openings ~~Non-compliance~~or ~~with~~for ~~those~~the ~~laws~~relocation ~~could~~of ~~result~~existing inrestaurants ~~governmental~~may ~~enforcement~~not ~~actions~~be ~~seeking~~available aat ~~civil~~an oracceptable ~~criminal~~cost ~~penalty,~~when ~~rescission~~we ofidentify a ~~franchise,~~particular ~~and~~opportunity ~~loss~~for ofa ~~our~~new ~~ability~~restaurant toor ~~offer~~relocation. ~~and~~In ~~sell~~addition, ~~franchises~~construction incosts afor ~~state,~~new orlocations amay ~~private~~fluctuate. ~~lawsuit~~The ~~seeking~~occurrence ~~rescission,~~of ~~damages~~one ~~and~~or ~~legal~~more ~~fees,~~of ~~which~~these events could have a ~~material~~significant adverse effect on our ~~business.~~sales and results of operations.

~~The terms of our senior credit agreement may restrict our ability to operate our business and to pursue our business strategies.~~ 8

~~Our~~ Table ~~senior credit agreement contains, and any agreements governing future indebtedness would likely contain, a number~~ of restrictive covenants that impose significant operating and financial restrictions on us. Our senior credit agreement, which was entered into on February 2, 2017 and was amended and restated on October 18, 2021, limits our ability, among other things, to: Contents

•Our ~~pay~~strategy ~~dividends~~to oropen ~~purchase~~franchisee-owned ~~stock~~restaurants insubjects ~~excess~~us ofto ~~the~~extensive ~~limits~~government ~~permitted~~regulation, ~~under~~compliance ~~the~~with ~~credit~~which ~~facility;~~might increase our investment costs and restrict our growth.

•We ~~borrow~~are ~~money~~subject to the rules and regulations of the FTC and various international and state laws regulating the offer and sale of franchises. The FTC requires that we furnish to prospective franchisees a franchise disclosure document containing prescribed information and can restrict our ability to sell franchises. A number of states also regulate the sale of franchises and require the obtaining of a permit and/or ~~issue~~registration ~~guarantees;~~of the franchise disclosure document with state authorities and the delivery of the franchise disclosure document to prospective franchisees. Non-compliance with those laws could result in governmental enforcement actions seeking a civil or criminal penalty, rescission of a franchise, and loss of our ability to offer and sell franchises in a state, or a private lawsuit seeking rescission, damages and legal fees, which could have a material adverse effect on our business.

•The ~~make~~terms ~~investments;~~of our senior credit agreement may restrict our ability to operate our business and to pursue our business strategies.

•Our ~~use~~senior ~~assets~~credit asagreement ~~security~~contains, inand any agreements governing future indebtedness would likely contain, a number of restrictive covenants that impose significant operating and financial restrictions on us. Our senior credit agreement, which was entered into on February 2, 2017 and was amended and restated on October 18, 2021, may limit our ability, among other ~~transactions;~~things, to:

• ~~sell~~pay ~~assets~~dividends or ~~merge~~purchase ~~with~~stock orin ~~into~~excess ~~other~~of ~~companies~~the limits permitted under the credit facility;

• ~~enter~~borrow ~~into~~money ~~transactions~~or ~~with~~issue ~~affiliates~~guarantees; ~~and~~

• ~~create or permit restrictions on our subsidiaries’ ability to~~ make ~~payments to us.~~investments;

~~Our~~• ~~ability~~use toassets ~~engage~~as insecurity these types of transactions is limited even if we believe that a specific transaction would contribute to our future growth or improve our operating results. Our senior credit agreement also requires us to maintain compliance with certain financial ratios. Our ability to comply with these ratios may be affected by events outside of our control. Any non-compliance would result in aother default under our senior credit agreement and could result in our lenders declaring our senior debt immediately due and payable, which would have a material adverse effect on our financial position, consolidated results of operations and liquidity.transactions;

We• ~~pay~~sell ~~interest~~assets ~~under~~or ~~our~~merge ~~senior~~with credit agreement based on the London Interbank Offered Rate (“LIBOR”). On March 5, 2021, the U.K. Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative: (a) immediately after December 31, 2021, in the case of the one week and two month USD settings; and (b) immediately after June 30, 2023, in the case of the remaining USD settings. The U.S. Federal Reserve (the “Federal Reserve”) has also advised banks to cease entering into ~~new~~other contracts that use USD LIBOR as a reference rate. While our senior credit agreement includes a mechanism for an alternate rate to LIBOR, there can be no assurances as to whether such alternative base rate will be more or less favorable than LIBOR, and there is no guarantee that the discontinuance of LIBOR will not result in financial market disruptions or significant increases in benchmark interest rates or borrowing costs, any of which may have an adverse effect on us. The Federal Reserve, in conjunction with the Alternative Reference Rate Committee, a committee convened by the Federal Reserve that includes major market participants, has identified the Secured Overnight Financing Rate (“SOFR”), a new index calculated by short-term repurchase agreements, backed by U.S. Treasury securities, as its preferred alternative rate for LIBOR and will work to minimize the impact of any LIBOR transition. The consequences of these developments cannot be entirely predicted, but could include an increase in the cost of our variable rate indebtedness.companies;

We• ~~depend~~enter oninto ~~external~~transactions ~~sources~~with ofaffiliates; ~~capital, which may not be available in the future.~~ and

~~Historically,~~• wecreate have relied upon external sources of capital to fund our working capital and other requirements. Currently, we utilize our senior credit agreement to fund a portion of our working capital and other financing requirements. Any non-compliance with any restrictive or ~~financial~~permit ~~covenants~~restrictions ~~in our senior credit agreement could result in a default and could result in our lenders declaring our senior debt immediately due and payable, which would have a material adverse effect~~ on our ~~financial~~subsidiaries’ ~~position,~~ability ~~consolidated~~to ~~results~~make ofpayments ~~operations~~to ~~and liquidity~~us.

IfOur ability to engage in these types of transactions is limited even if we ~~are~~believe ~~required~~that toa ~~seek~~specific ~~other~~transaction ~~sources~~would ofcontribute ~~capital,~~to ~~additional~~our ~~capital~~future ~~may~~growth or ~~may~~improve ~~not~~our beoperating ~~available~~results. onOur ~~favorable~~senior ~~terms~~credit oragreement atalso ~~all~~requires us to maintain compliance with certain financial ratios. Our ~~access~~ability to ~~third-party~~comply ~~sources~~with these ratios may be affected by events outside of ~~capital~~our ~~depends~~control. onAny non-compliance would result in a ~~number~~default ofunder ~~factors,~~our ~~including~~senior ~~the~~credit ~~market’s~~agreement ~~perception~~and ofcould result in our ~~current~~lenders declaring our senior debt immediately due and ~~potential~~payable, ~~future~~which ~~earnings~~would have a material adverse effect on our financial position, consolidated results of operations and liquidity. ~~Furthermore~~For more information about senior credit agreement, ~~additional~~see ~~equity~~Item ~~offerings~~7, ~~may~~Management's ~~result~~Discussion inand ~~substantial~~Analysis ~~dilution~~of Financial Condition and Results of ~~stockholders’~~Operations—Liquidity ~~interests.~~and IfCapital weResources—Senior ~~are~~Credit ~~unable~~Facility, of this Annual Report on the Form 10-K.

9We pay interest under our senior credit agreement based on the London Interbank Offered Rate (“LIBOR”). At the end of 2021, the ICE Benchmark Administration, the administrator for LIBOR, ceased publishing one-week and two-month U.S. dollar LIBOR and will cease publishing all remaining U.S dollar LIBOR tenors in mid-2023. Concurrently, the United Kingdom's Financial Conduct Authority announced the cessation or loss of representativeness of the U.S dollar LIBOR tenors from those dates. The U.S Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of, among other entities, large U.S financial institutions, has recommended replacing U.S. dollar LIBOR with a new index that measures the cost of borrowing cash overnight, backed by U.S Treasury securities (“SOFR”). SOFR is observed and backward-looking, which stands in contrast with LIBOR, which is an estimated forward-looking rate and relies, to some degree, on the expert judgement of submitting panel members. The consequences of these developments with respect to LIBOR cannot be entirely predicted and may result in the level of interest payments on the portion of our indebtedness under our senior credit agreement to be affected, which may adversely affect the amount of our interest payments under such debt.

toIn ~~access sufficient capital or enter into financing arrangements on favorable terms in~~ the future, ~~our~~we ~~financial~~may ~~condition~~depend ~~and~~on ~~results~~external sources of ~~operations~~capital, which may not be ~~materially adversely affected~~available.

~~Food~~Currently, ~~safety~~we utilize our senior credit agreement to fund a portion of our working capital and ~~food~~other financing requirements. Any non-~~borne~~compliance ~~illness~~with ~~concerns~~any ~~throughout~~restrictive ~~the~~or ~~supply~~financial ~~chain~~covenants ~~may~~in our senior credit agreement could result in a default and could result in our lenders declaring our senior debt immediately due and payable, which would have ana material adverse effect on our ~~business.~~financial position, consolidated results of operations and liquidity.

~~Food~~If ~~safety is a top priority, and~~ we ~~dedicate~~are ~~substantial~~required ~~resources~~ to ~~ensuring~~seek ~~that~~other ~~our~~sources ~~customers~~of ~~enjoy safe~~capital, ~~quality~~additional ~~food~~capital ~~products. However,~~may ~~food~~or ~~safety~~may ~~risks~~not ~~are~~be ~~common~~available ~~throughout~~on ~~the~~favorable ~~restaurant~~terms ~~industry~~or ~~and~~at ~~cannot be eliminated~~all. ~~Food~~ ~~safety~~Our ~~issues~~access ~~could~~to bethird-party ~~caused~~sources byof ~~food~~capital ~~suppliers,~~depends ~~distributors~~on ~~or franchisees and, as~~ a ~~result,~~number ~~be out~~ of ~~our control. In addition~~factors, ~~regardless~~including of the ~~source~~market’s orperception ~~cause, any report~~ of ~~food-borne~~our ~~illness~~current ~~such as E. coli, norovirus, hepatitis A, trichinosis, shigella, typhoid fever or salmonella,~~ and ~~other~~potential ~~food~~future ~~safety~~earnings. ~~issues including food tampering or contamination~~Furthermore, atadditional ~~one~~equity ofofferings ~~our~~may ~~restaurants~~result ~~could~~in ~~adversely~~substantial ~~affect~~dilution ~~the reputation~~ of ~~our~~stockholders’ ~~brand~~interests. ~~and~~If ~~have~~we aare ~~negative~~unable ~~impact~~to onaccess ~~our~~sufficient ~~sales. Even~~capital ~~instances of food-borne illness, food tampering~~ or ~~other~~enter ~~food~~into ~~contamination~~financing ~~occurring~~arrangements ~~solely~~on atfavorable ~~restaurants~~terms ~~of our competitors could result~~ in ~~negative publicity about~~ the ~~food~~future, ~~service~~our ~~industry~~financial ~~generally~~condition and ~~adversely~~results ~~impact our sales. The occurrence~~ of ~~food-borne~~operations ~~illnesses~~may orbe ~~food~~materially ~~safety issues could also~~ adversely ~~affect the price and availability of~~ affected ~~ingredients, resulting in higher costs and lower margins~~.

~~If our vendors or distributors do not deliver food and beverages in a timely manner we may experience supply shortages and/or increased food and beverage costs.~~ 9

~~Our~~ Table ability to maintain consistent quality throughout Company-owned restaurants depends in part upon our ability to purchase USDA Prime and Choice grade beef, seafood and other food products in accordance with our rigid specifications. During fiscal year 2021, the country experienced supply disruptions due to workforce COVID-19 infections, workforce constraints, transportation and logistics issues and high consumer demand. The Company did not experience any major disruption during the fiscal year 2021 and was able to purchase substantially all of the beef used in Company-owned Ruth’s Chris restaurants from two vendors, Sysco Specialty Meat Group (a subsidiary of Sysco) and Stock Yards Packing (a subsidiary of US Foods). Each vendor supplied about half of the Company’s beef requirements.Contents

InFood ~~addition,~~safety ~~we currently have a long-term distribution arrangement with a national food~~ and ~~restaurant supply distributor, DMA, which purchases products for us from various suppliers, and through which each of our Company~~food-~~owned~~borne ~~Ruth’s~~illness ~~Chris~~concerns ~~Steak~~throughout ~~House~~the ~~restaurants receive a significant portion of their food supplies. Consolidation in our~~ supply chain ~~due to mergers and acquisitions~~ may ~~change the relationships we~~ have ~~with our existing vendors and distributors and/or result in fewer alternative supply sources for purchasing our food supplies, which could result in~~ an ~~increase~~adverse ineffect ~~prices. If~~on ~~for any reason~~ our ~~vendors or distributors cease doing~~ business ~~with us, we could experience supply shortages in certain Company-owned restaurants and could be required to purchase supplies at higher prices until we are able to secure an alternative supply source~~. Any delay we experience in replacing vendors or distributors on acceptable terms could increase food costs or, in extreme cases, require us to temporarily remove items from the menu at one or more Company-owned restaurants.

~~Labor~~Food ~~shortages~~safety is a top priority, and we dedicate substantial resources to ensuring that our customers enjoy safe, quality food products. However, food safety risks are common throughout the restaurant industry and cannot be eliminated. Food safety issues could be caused by food suppliers, distributors or ~~increases~~franchisees inand, ~~labor~~as ~~costs~~a result, be out of our control. In addition, regardless of the source or cause, any report of food-borne illness such as E. coli, norovirus, hepatitis A, trichinosis, shigella, typhoid fever or salmonella, and other food safety issues including food tampering or contamination, at one of our restaurants could ~~slow~~adversely affect the reputation of our ~~growth~~brand and have a negative impact on our sales. Even instances of food-borne illness, food tampering or ~~harm~~other food contamination occurring solely at restaurants of our ~~business~~competitors could result in negative publicity about the food service industry generally and adversely impact our sales. The occurrence of food-borne illnesses or food safety issues could also adversely affect the price and availability of affected ingredients, resulting in higher costs and lower margins.

~~Our~~If ~~success depends in part upon~~ our ~~ability~~vendors toor ~~continue~~distributors todo ~~attract,~~not ~~motivate~~deliver food and ~~retain~~beverages ~~employees with the qualifications to succeed~~ in ~~our~~a ~~industry~~timely ~~and~~manner ~~the motivation to apply our core service philosophy, including regional operational managers, restaurant general managers and chefs. If~~ we ~~are~~may ~~unable~~experience tosupply ~~continue~~shortages ~~to recruit~~ and/or ~~retain~~increased ~~sufficiently~~food ~~qualified individuals, our business~~ and ~~growth~~beverage ~~could be adversely affected. Competition for these employees could require us to pay higher wages, which could result in higher labor~~ costs.

InOur ~~addition,~~ability we have a substantial number of hourly employees who are paid wage rates at or based on the federal or state minimum wage and who rely on tips as a large portion of their income. Governmental entities have acted to ~~increase~~maintain ~~minimum~~consistent ~~wage~~quality ~~rates~~throughout ~~in several jurisdictions where~~ Company-owned restaurants ~~are~~depends ~~located. The federal minimum wage may be increased and there likely will be additional minimum wage increases implemented~~ in ~~other~~part ~~states~~upon inour ~~which~~ability ~~we operate or seek~~ to ~~operate. Likewise,~~purchase ~~changes~~USDA toPrime ~~existing~~and ~~tip~~Choice ~~credit~~grade ~~laws~~beef, ~~(which~~seafood ~~dictate~~and ~~the~~other ~~amounts~~food anproducts ~~employer is permitted to assume an employee receives~~ in ~~tips~~accordance ~~when~~with ~~calculating~~our ~~the~~rigid ~~employee’s~~specifications. ~~hourly~~The ~~wage~~Company ~~for~~did ~~minimum~~not ~~wage~~experience ~~compliance~~any ~~purposes)~~major ~~continue~~disruption toduring ~~be proposed and implemented at both~~ the ~~federal~~fiscal ~~and~~year ~~state government levels. As federal~~ 2022 and~~/or~~ ~~state~~was ~~minimum~~able ~~wage rates increase and allowable tip credits decrease, we may need~~ to ~~increase~~purchase ~~not~~substantially ~~only~~all ~~the wage rates~~ of ~~our minimum wage employees but also~~ the ~~wages~~beef ~~paid~~used toin ~~our~~Company-owned ~~employees~~Ruth’s ~~who~~Chris ~~are~~restaurants ~~paid~~from ~~above~~two ~~the minimum wage~~vendors, ~~which~~Sysco ~~will~~Specialty ~~increase~~Meat ~~our~~Group ~~labor costs. Proposals on paid sick leave could also increase our labor costs. None of our employees are represented by~~ (a ~~collective~~subsidiary ~~bargaining unit. Should some~~ of ~~our~~Sysco) ~~employees~~and ~~elect~~Stock toYards bePacking ~~represented by~~ (a ~~collective~~subsidiary ~~bargaining unit, our labor costs may increase due to higher wage rates and/or the implementation~~ of ~~work~~US ~~rules~~Foods). WeEach ~~may~~vendor besupplied ~~unable~~about tohalf ~~increase~~of ~~our~~the ~~prices~~Company’s tobeef ~~pass these increased labor costs on to our guests, in which case our margins would be negatively affected~~requirements.

~~Regulations~~In ~~affecting~~addition, ~~the~~we ~~operation~~currently have a long-term distribution arrangement with a national food and restaurant supply distributor, DMA, which purchases products for us from various suppliers, and through which each of our Company-owned Ruth’s Chris Steak House restaurants receive a significant portion of their food supplies. Consolidation in our supply chain due to mergers and acquisitions may change the relationships we have with our existing vendors and distributors and/or result in fewer alternative supply sources for purchasing our food supplies, which could result in an increase ~~operating~~in ~~costs~~prices. If for any reason our vendors or distributors cease doing business with us, we could experience supply shortages in certain Company-owned restaurants and ~~restrict~~could ~~growth~~be required to purchase supplies at higher prices until we are able to secure an alternative supply source. Any delay we experience in replacing vendors or distributors on acceptable terms could increase food costs or, in extreme cases, require us to temporarily remove items from the menu at one or more Company-owned restaurants.

~~Each~~Labor ofshortages ~~our~~or ~~restaurants~~increases ~~must~~in ~~obtain~~labor ~~licenses~~costs ~~from~~could ~~regulatory~~slow ~~authorities~~our ~~allowing~~growth usor toharm ~~sell~~our ~~liquor, beer and wine, and each restaurant must obtain a food service license from local health authorities~~business. ~~Each restaurant’s liquor license must be renewed annually and may be~~

10Our success depends in part upon our ability to continue to attract, motivate and retain employees with the qualifications to succeed in our industry and the motivation to apply our core service philosophy, including regional operational managers, restaurant general managers and chefs. If we are unable to continue to recruit and retain sufficiently qualified individuals, our business and growth could be adversely affected. Competition for these employees could require us to pay higher wages, which could result in higher labor costs.

~~revoked~~In ataddition, ~~any~~we ~~time~~have ~~for~~a ~~cause,~~substantial ~~including~~number ~~violation~~of byhourly employees who are paid wage rates at or based on the ~~Company~~federal or ~~its~~state ~~employees~~minimum wage and who rely on tips as a large portion of ~~any~~their income. Governmental entities have acted to increase minimum wage rates in several jurisdictions where Company-owned restaurants are located. The federal minimum wage may be increased and there likely will be additional minimum wage increases implemented in other states in which we operate or seek to operate. Likewise, changes to existing tip credit laws (which dictate the amounts an employer is permitted to assume an employee receives in tips when calculating the employee’s hourly wage for minimum wage compliance purposes) continue to be proposed and ~~regulations~~implemented ~~relating~~at both the federal and state government levels. As federal and/or state minimum wage rates increase and allowable tip credits decrease, we may need to increase not only the wage rates of our minimum ~~drinking~~wage ~~age~~employees but also the wages paid to our employees who are paid above the minimum wage, ~~advertising~~which will increase our labor costs. Proposals on paid sick leave could also increase our labor costs. None of our employees are represented by a collective bargaining unit. Should some of our employees elect to be represented by a collective bargaining unit, ~~wholesale~~our ~~purchasing~~labor costs may increase due to higher wage rates and/or ~~inventory~~the ~~control~~implementation of work rules. We may be unable to increase our prices to pass these increased labor costs on to our guests, in which case our margins would be negatively affected.

InRegulations ~~certain~~affecting ~~states,~~the ~~including~~operation ~~states where we have a large number~~ of ~~restaurants~~our ~~or where we may open~~ restaurants in the future, the number of liquor licenses available is limited and licenses are traded at market prices. If we are unable to maintain existing licenses, or if we choose to open a restaurant in those states, the cost of a new license could beincrease ~~significant.~~operating ~~Obtaining~~costs and ~~maintaining~~restrict licenses is an important component of each of our restaurant’s operations, and the failure to obtain or maintain food and liquor licenses and other required licenses, permits and approvals would materially adversely impact existing restaurants or our growth ~~strategy~~.

WeEach ~~are~~of ~~also~~our ~~subject~~restaurants tomust aobtain ~~variety~~licenses offrom ~~federal~~regulatory ~~and~~authorities ~~state~~allowing ~~labor~~us ~~laws, pertaining~~ to ~~matters~~sell ~~such~~liquor, asbeer ~~minimum wage~~ and ~~overtime pay requirements~~wine, ~~unemployment tax rates, workers’ compensation rates~~ and ~~citizenship~~each ~~requirements.~~restaurant ~~Government-mandated~~must ~~increases~~obtain ina ~~minimum~~food ~~wages,~~service ~~overtime~~license ~~pay,~~from ~~paid~~local ~~leaves of absence, mandated~~ health ~~benefits,~~authorities. ~~COVID~~Each ~~related~~restaurant’s ~~labor~~liquor ~~regulations,~~license ormust ~~increased~~be ~~tax~~renewed ~~reporting~~annually and ~~tax~~may ~~payment requirements for employees who receive gratuities or a reduction in the number of states that allow tips to~~ be ~~credited~~revoked ~~toward~~at ~~minimum~~any ~~wage~~time ~~requirements~~for ~~could~~cause, ~~increase~~including ~~our~~violation ~~labor~~by ~~costs and reduce our operating margins. In addition,~~ the ~~Federal~~Company ~~Americans~~or ~~with~~its ~~Disabilities~~employees ~~Act~~of ~~prohibits~~any ~~discrimination~~laws ~~based on disability in public accommodations~~ and ~~employment.~~regulations ~~Although~~relating ~~our restaurants are designed~~ to bethe ~~accessible~~minimum todrinking ~~the disabled~~age, ~~we could be required to make modifications to our restaurants to provide service to~~advertising, orwholesale ~~make~~purchasing ~~reasonable~~and ~~accommodations~~inventory ~~for, disabled persons~~control.

We are subject to a variety of federal, state and local laws and regulations relating to the use, storage, discharge, emission and disposal of hazardous materials. There also has been increasing focus by United States and overseas governmental authorities on other environmental matters, such as climate change, the reduction of greenhouse gases and water consumption. This increased focus may lead to new initiatives directed at regulating a yet to be specified array of environmental matters. Legislative, regulatory or other efforts to combat climate change or other environmental concerns could result in future increases in the cost of raw materials, taxes, transportation and utilities, which could decrease our operating profits and necessitate future investments in facilities and equipment. 10

We Table ~~rely~~of on information technology in our operations and a failure to maintain a continuous and secure network, free from material failure, interruption, or security breach, could harm our ability to effectively operate our business, damage our reputation and negatively affect our operations and profits.Contents

WeIn ~~rely~~certain ~~on information systems across our operations~~states, including ~~for~~states ~~marketing~~where ~~programs,~~we ~~point-of-sale~~have ~~processing~~a ~~systems~~large innumber ~~our~~of restaurants, ~~online~~or ~~purchases~~where ofwe ~~gift~~may ~~cards~~open ~~and~~restaurants ~~various~~in ~~other~~the ~~processes~~future, ~~and~~the ~~transactions.~~number ~~The failure~~ of ~~these~~liquor ~~systems~~licenses toavailable ~~operate~~is ~~effectively,~~limited ~~delays~~and inlicenses ~~transitioning~~are totraded ~~upgraded~~at ormarket ~~replacement~~prices. ~~systems,~~If awe ~~material~~are ~~network~~unable ~~breach~~to inmaintain ~~the~~existing ~~security of these systems~~licenses, or ~~any~~if ~~other~~we ~~failure~~choose to ~~maintain~~open a ~~continuous~~restaurant ~~and~~in ~~secure~~those ~~network could adversely affect our reputation~~states, ~~negatively~~the ~~affect~~cost ~~our results~~ of ~~operations,~~a ~~subject~~new uslicense tocould ~~litigation~~be orsignificant. ~~action~~Obtaining ~~by regulatory authorities~~ and ~~result~~maintaining inlicenses ~~substantial~~is ~~harm to us or~~ an ~~individual. As~~important ~~privacy~~component ~~and~~of ~~information~~each ~~security~~of ~~laws~~our ~~and~~restaurant’s ~~regulations~~operations, ~~change~~ and ~~cyber~~the ~~risks~~failure ~~evolve,~~to weobtain ~~may~~or ~~incur~~maintain ~~additional~~food ~~costs~~and toliquor ~~ensure~~licenses weand ~~remain~~other inrequired ~~compliance~~licenses, topermits ~~protect guest, employee~~ and ~~Company~~approvals ~~information. We~~would ~~currently~~materially ~~carry~~adversely ~~insurance~~impact ~~coverage~~existing torestaurants ~~protect ourselves against some of these risks. However, our inability to renew this coverage~~ or ~~to obtain such insurance coverage at reasonable costs also could have a material adverse effect on~~ our ~~financial~~growth ~~condition and results of operations~~strategy.

We ~~accept~~are ~~electronic~~also ~~payment~~subject ~~cards,~~to ~~including~~a ~~credit,~~variety ~~debit~~of federal and ~~gift~~state ~~cards~~labor laws, ~~from~~pertaining ~~our~~to ~~guests~~matters ~~for~~such ~~payment~~as inminimum ~~our~~wage ~~restaurants~~ and onovertime ~~our~~pay ~~websites. We~~requirements, ~~also~~unemployment ~~receive~~tax ~~and~~rates, ~~maintain~~workers’ ~~certain~~compensation ~~personal~~rates ~~information~~and ~~about~~citizenship ~~our~~requirements. ~~customers~~Government-mandated ~~and~~increases ~~employees. Most~~in ofminimum ~~our~~wages, ~~sensitive~~overtime ~~data~~pay, ~~including~~paid ~~information~~leaves ~~related~~of ~~to employees~~absence, ~~guests,~~mandated ~~credit~~health ~~cards~~benefits, ~~gift~~COVID ~~cards~~related ~~and~~labor ~~financial statements~~regulations, isor ~~stored~~increased ortax ~~processed~~reporting byand ~~third-party~~tax ~~vendors. We,~~payment ~~and~~requirements ~~some~~for ofemployees ~~our~~who ~~vendors,~~receive ~~have~~gratuities ~~experienced~~or ~~breaches~~a ~~but~~reduction ~~they~~in ~~have~~the ~~not~~number ~~had~~of astates ~~material~~that ~~impact~~allow ontips ~~operations~~to orbe ~~our~~credited ~~financial~~toward ~~position. If~~minimum ~~we,~~wage orrequirements ~~one~~could ofincrease our ~~vendors,~~labor ~~experienced~~costs aand ~~material~~reduce ~~security~~our ~~breach,~~operating wemargins. ~~could~~In ~~become~~addition, ~~subject~~the toFederal ~~claims,~~Americans ~~lawsuits~~with orDisabilities ~~other~~Act ~~proceedings~~prohibits ~~for~~discrimination ~~purportedly~~based ~~fraudulent~~on ~~transactions~~disability ~~arising~~in ~~out~~public ofaccommodations ~~the~~and ~~theft~~employment. ofAlthough ~~credit~~our orrestaurants ~~debit~~are ~~card~~designed ~~information,~~to ~~theft~~be ofaccessible ~~gift~~to ~~card~~the ~~information~~disabled, ~~compromised~~we ~~security~~could ~~and~~be ~~information~~required ~~systems,~~to ~~failure~~make ofmodifications to our ~~employees~~restaurants to ~~comply~~provide ~~with~~service ~~applicable laws~~to, ~~the unauthorized acquisition~~ or ~~use~~make ofreasonable ~~such~~accommodations ~~information by third parties~~for, ordisabled ~~other similar claims~~persons.

We ~~frequently~~are ~~defend~~subject ~~against unauthorized attempts~~ to ~~breach~~a ~~our~~variety ~~network. Like~~of ~~other companies~~federal, westate ~~have~~and inlocal ~~the~~laws ~~past experienced,~~ and weregulations ~~expect~~relating to ~~continue~~the ~~to experience~~use, ~~cyber-attacks~~storage, ~~including phishing~~discharge, ~~attacks~~emission ~~through~~and ~~vulnerabilities~~disposal ~~in widely deployed third-party software we deploy in the ordinary course~~ of ~~business,~~hazardous ~~and other attempts to breach, or gain unauthorized access to, our systems~~materials. WeThere ~~employ~~also ~~both~~has ~~internal~~been ~~and~~increasing ~~external~~focus ~~consultants~~by toUnited ~~conduct~~States ~~auditing~~ and ~~testing~~overseas ~~for~~governmental ~~weaknesses~~authorities inon ~~our~~other ~~systems,~~environmental ~~controls~~matters, ~~firewalls~~such ~~and~~as ~~encryption~~climate ~~and intend to maintain and upgrade our security technology and operational procedures to prevent such damage~~change, ~~security~~the ~~breaches~~reduction orof ~~other~~greenhouse ~~disruptive~~gases ~~problems. We continuously monitor data security~~ and ~~evaluate~~water ~~our network for known security breaches~~consumption. ~~However,~~ ~~because~~This ~~the~~increased ~~techniques~~focus ~~used~~may lead to ~~obtain~~new ~~unauthorized~~initiatives ~~access,~~directed toat ~~disable~~regulating ora ~~degrade~~yet ~~service, or~~ to ~~sabotage computer systems change frequently and may~~ be ~~difficult~~specified toarray ~~detect~~of ~~for~~environmental ~~long~~matters. ~~periods of time~~Legislative, weregulatory ~~may~~or beother ~~unable~~efforts to ~~anticipate~~combat ~~these~~climate ~~techniques~~change or ~~successfully~~other ~~implement~~environmental ~~adequate~~concerns ~~preventive security measures. There can also be no assurance that we would detect a cyber incident or prevent cyberattacks from penetrating our systems. Any such incidents or proceedings~~ could ~~negatively~~result ~~affect~~in ~~our~~future ~~reputation~~increases ~~and~~in ~~our~~the ~~results~~cost of ~~operations~~raw materials, ~~cause delays in guest service~~taxes, ~~require~~transportation ~~significant~~and ~~capital investments to remediate the problem~~utilities, ~~and~~which could ~~result~~decrease inour ~~the~~operating ~~imposition~~profits ofand ~~penalties~~necessitate orfuture ~~cause~~investments usin tofacilities ~~incur significant unplanned losses~~ and ~~expenditures, including those necessary to~~ equipment.

11We rely on information technology in our operations and a failure to maintain a continuous and secure network, free from material failure, interruption, or security breach, could harm our ability to effectively operate our business, damage our reputation and negatively affect our operations and profits.

~~remediate~~We ~~any~~rely ~~damage~~on toinformation ~~persons~~systems ~~whose~~across ~~personal~~our ~~information~~operations, ~~may~~including ~~have~~for ~~been~~marketing ~~compromised.~~programs, ~~Furthermore~~point-of-sale processing systems in our restaurants, ~~because~~online purchases of ~~legislative~~gift cards and ~~regulatory~~various ~~rules,~~other weprocesses ~~may~~and betransactions. ~~required~~The failure of these systems to ~~notify~~operate ~~employees~~effectively, delays in transitioning to upgraded or ~~the~~replacement ~~owners~~systems, ofa ~~the~~material ~~credit~~network ~~and~~breach ~~debit~~in ~~card~~the ~~information~~security of these systems, or any ~~data~~other ~~breaches,~~failure ~~which~~to maintain a continuous and secure network could ~~harm~~adversely affect our reputation, ~~and~~negatively ~~financial~~affect our results, asof ~~well~~operations, as subject us to litigation or ~~other~~action ~~proceedings~~ by regulatory authorities and result in substantial harm to us or an individual. As privacy and information security laws and regulations change and cyber risks evolve, we may incur additional costs to ensure we remain in compliance, to protect guest, employee and Company information. We currently carry insurance coverage to protect ourselves against some of these risks. However, our inability to renew this coverage or to obtain such insurance coverage at reasonable costs also could have a material adverse effect on our financial condition and results of operations.

We ~~may~~accept electronic payment cards, including credit, debit and gift cards, from our guests for payment in our restaurants and on our websites. We also receive and maintain certain personal information about our customers and employees. Most of our sensitive data, including information related to employees, guests, credit cards, gift cards and financial statements, is stored or processed by third-party vendors. We, and some of our vendors, have experienced breaches but they have not behad ~~able~~a material impact on operations or our financial position. If we, or one of our vendors, experienced a material security breach, we could become subject to ~~compete~~claims, ~~successfully~~lawsuits ~~with~~or other ~~restaurants~~proceedings for purportedly fraudulent transactions arising out of the theft of credit or debit card information, ~~which~~theft ~~could~~of ~~reduce~~gift ~~revenues.~~card information, compromised security and information systems, failure of our employees to comply with applicable laws, the unauthorized acquisition or use of such information by third parties, or other similar claims.

The restaurant industry is intensely competitive with respect to price, service, location, food quality, atmosphere and overall dining experience. Our competitors include a large and diverse group of well-recognized upscale steakhouse and upscale casual restaurant chains, including steakhouse and seafood chains as well as restaurants owned by independent local operators. Some of our competitors have substantially greater financial, marketing and other resources, and may be better established in the markets where our restaurants are or may be located. If we cannot compete effectively in one or more of our markets, we may be unable to maintain recent levels of comparable restaurant sales growth and/or may be required to close existing restaurants. 11

~~Risks~~ Table ~~Related~~of ~~to Financial Performance or General Economic Conditions~~Contents

~~Increases~~We frequently defend against unauthorized attempts to breach our network. Like other companies, we have in the ~~prices~~past experienced, and we expect to continue to experience, cyber-attacks, including phishing, attacks through vulnerabilities in widely deployed third-party software we deploy in the ordinary course of business, and other attempts to breach, or ~~reductions~~gain unauthorized access to, our systems. We employ both internal and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operational procedures to prevent such damage, security breaches or other disruptive problems. We continuously monitor data security and evaluate our network for known security breaches. However, because the ~~availability~~techniques ofused to obtain unauthorized access, ~~any~~to disable or degrade service, or to sabotage computer systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or successfully implement adequate preventive security measures. There can also be no assurance that we would detect a cyber incident or prevent cyberattacks from penetrating our ~~core~~systems. ~~food~~Any ~~products~~such incidents or proceedings could ~~reduce~~negatively affect our ~~operating~~reputation ~~margins~~and our results of operations, cause delays in guest service, require significant capital investments to remediate the problem, and ~~revenues~~could result in the imposition of penalties or cause us to incur significant unplanned losses and expenditures, including those necessary to remediate any damage to persons whose personal information may have been compromised. Furthermore, because of legislative and regulatory rules, we may be required to notify employees or the owners of the credit and debit card information of any data breaches, which could harm our reputation and financial results, as well as subject us to litigation or other proceedings by regulatory authorities.

We ~~purchase~~may ~~large~~not ~~quantities~~be ofable ~~beef, particularly USDA Prime grade beef, which is subject~~ to ~~significant~~compete ~~price~~successfully ~~fluctuations~~with ~~due to seasonal shifts, climate conditions, industry demand and~~ other factors. Our beef costs represented approximately 50% of our food and beverage costs during fiscal year 2021. We typically buy our beef on the “spot” market and from time to time we will enter into longer term pricing and supply agreements. As of December 26restaurants, ~~2021,~~which we have negotiated set pricing on approximately 10% of our beef supply through mid-March 2022. The market for USDA Prime grade beef is particularly volatile. If prices increase, or we are unsuccessful in our long-term pricing and supply agreements, or the supply of beef is reduced, our operating margins could bereduce ~~materially adversely affected~~revenues.

InThe ~~addition,~~restaurant ~~under~~industry ~~the~~is ~~Federal~~intensely ~~Meat~~competitive ~~Inspection~~with ~~Act~~respect ~~and~~to ~~the~~price, ~~Poultry~~service, ~~Products~~location, ~~Inspection~~food ~~Act~~quality, ~~the~~atmosphere ~~production,~~and ~~processing~~overall ordining ~~interstate~~experience. ~~distribution~~Our competitors include a large and diverse group of ~~meat~~well-recognized upscale steakhouse and ~~poultry~~upscale ~~products~~casual isrestaurant ~~prohibited~~chains, ~~absent~~including ~~federal~~steakhouse ~~inspection~~and seafood chains as well as restaurants owned by independent local operators. If ~~there~~Some isof aour ~~disruption~~competitors tohave ~~the~~substantially ~~meat~~greater ~~inspection~~financial, ~~process~~marketing and other resources, weand ~~could~~may ~~experience~~be abetter ~~reduction~~established in ~~supply~~the ~~and~~markets awhere ~~corresponding~~our ~~increase~~restaurants are or may be located. If we cannot compete effectively in ~~meat~~one ~~prices~~or more of our markets, ~~which~~we ~~could~~may be ~~significant,~~unable ~~either~~to ofmaintain ~~which~~recent ~~could~~levels ~~materially~~of ~~impact~~comparable ~~our~~restaurant ~~operating~~sales ~~margin~~growth and/or ~~results~~may ofbe ~~operations~~required to close existing restaurants.

InEvolving ~~the~~corporate ~~recent~~governance ~~past,~~and ~~certain~~public ~~types~~disclosure ofregulations ~~seafood~~and ~~have~~expectations, ~~experienced~~including ~~fluctuations~~with inrespect ~~availability. Seafood is also subject~~ to ~~fluctuations~~our ~~in price based on availability~~environmental, ~~which~~social isand ~~often~~governance ~~seasonal.~~(ESG) Ifcommitments ~~certain~~and ~~types of seafood are unavailable~~disclosures, orcould ifexpose ~~our~~us ~~costs~~to ~~increase,~~numerous ~~our results of operations could be adversely affected~~risks.

AnWe ~~impairment~~are insubject to the ~~financial~~evolving ~~statement~~rules ~~carrying~~and ~~value~~regulations with respect to ESG matters of ~~our~~a ~~goodwill~~number of governmental and self-regulatory bodies and organizations, including the SEC, Nasdaq and the Financial Accounting Standards Board, that could make compliance more difficult and uncertain. In addition, regulators, guests, investors, employees and other ~~intangible~~stakeholders ~~assets~~are increasingly focused on ESG matters and related disclosures. These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention to comply with or ~~property~~meet those regulations and expectations. Developing and acting on ESG initiatives and collecting, measuring and reporting ESG-related information and metrics can be costly, difficult and time consuming. Further, ESG-related information is subject to evolving reporting standards, including the SEC's proposed climate-related reporting requirements. Our ESG initiatives and goals could ~~adversely~~be ~~affect~~difficult and expensive to implement, and we could be criticized for the accuracy, adequacy or completeness of our ~~financial~~ESG ~~condition~~disclosures. Further, statements about our ESG-related initiatives and ~~consolidated~~goals, ~~results~~and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future. In addition, we could be criticized for the scope or nature of ~~operations~~such initiatives or goals, or for revisions to these goals. If our ESG-related data, processes and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our ESG goals on a timely basis, or at all, our reputation and financial results could be adversely affected.

~~Goodwill~~Risks ~~and~~Related owned franchise rights must be reviewed for potential impairment annually and when triggering events are detected. We performed our annual impairment test of goodwill and franchise rights as of November 28, 2021 using a qualitative assessment. Using the qualitative approach, we evaluated factors, including but not limited to: ~~recent~~Financial ~~financial~~Performance ~~performance,~~or ~~forecasts~~General ~~for~~Economic ~~future cash flows, the Company’s stock price and market capitalization, recent impairment tests, legal factors, the business climate, and the competitive environment.~~ Conditions

WeAn ~~review~~impairment ~~property~~in ~~and~~the ~~equipment,~~financial ~~which~~statement ~~includes~~carrying ~~leasehold~~value ~~improvements, and operating lease right-~~of~~-use~~ ~~(ROU)~~our ~~assets for impairment when events or circumstances indicate these assets might be impaired. We test for impairment using historical cash flow~~goodwill, ~~forecasts and~~ other ~~relevant~~intangible ~~facts~~assets ~~and~~or ~~circumstances~~property ascould ~~the~~adversely ~~primary~~affect ~~basis for~~ our ~~estimates~~financial ofcondition ~~future~~and ~~cash~~consolidated ~~flows. The analysis is performed quarterly at the restaurant level for indicators of impairment. In determining future cash flows, we make significant estimates with respect to future operating~~ results of ~~each restaurant over the expected remaining life of the primary asset in the restaurant~~operations.

WeGoodwill ~~cannot~~and ~~accurately~~owned ~~predict~~franchise ~~the~~rights ~~amount~~must ~~and~~be ~~timing~~reviewed offor ~~any~~potential impairment ofannually ~~assets~~and when triggering events are detected. ~~Should~~We ~~the~~performed ~~financial~~our ~~statement~~annual ~~carrying~~impairment ~~value~~test of goodwill, ~~other~~and ~~intangible~~franchise ~~assets~~rights oras ~~property~~of ~~and~~November ~~equipment~~27, ~~become~~2022 using ~~impaired~~a qualitative assessment. Using the qualitative approach, ~~there~~we ~~could~~evaluated befactors, anincluding ~~adverse~~but ~~effect~~not onlimited ~~our~~to: recent financial ~~condition~~performance, forecasts for future cash flows, the Company’s stock price and ~~consolidated~~market ~~results~~capitalization, ofrecent ~~operations.~~impairment tests, legal factors, the business climate, and the competitive environment.

We ~~cannot~~review ~~assure~~property ~~our~~and ~~stockholders~~equipment, ~~that~~which weincludes ~~will~~leasehold ~~continue~~improvements, toand ~~pay~~operating ~~quarterly~~lease ~~cash~~right-of-use ~~dividends~~(ROU) onassets ~~our~~for ~~common~~impairment ~~stock~~when events or ~~repurchase~~circumstances ~~shares~~indicate ofthese ~~our~~assets ~~common~~might ~~stock~~be ~~under~~impaired. ~~our~~We ~~share~~test ~~repurchase~~for ~~program.~~impairment ~~Failure~~using tohistorical ~~continue~~cash toflow, ~~pay~~forecasts ~~quarterly~~and ~~cash~~other ~~dividends~~relevant tofacts ~~our~~and ~~stockholders~~circumstances oras ~~repurchase~~the ~~shares~~primary ofbasis for our ~~common~~estimates ~~stock~~of ~~under~~future ~~our~~cash ~~share~~flows. ~~repurchase~~The ~~program~~analysis ~~could~~is ~~cause~~performed quarterly at the ~~market~~restaurant ~~price~~level for ~~our~~indicators ~~common~~of ~~stock~~impairment. In determining future cash flows, we make significant estimates with respect to ~~decline.~~future operating results of each restaurant over the expected remaining life of the primary asset in the restaurant.

12We cannot accurately predict the amount and timing of any impairment of assets. Should the financial statement carrying value of goodwill, other intangible assets or property and equipment become impaired, there could be an adverse effect on our financial condition and consolidated results of operations.

~~During~~We ~~the~~cannot ~~third~~assure ~~quarter~~our ofstockholders ~~fiscal~~that ~~year 2021~~ we ~~resumed~~will ~~the~~continue ~~repurchase of shares of our commons stock under our share repurchase program after temporarily ceasing the repurchase of shares due~~ to ~~the~~pay ~~impacts of COVID-19. Following the end of fiscal year 2021, we resumed paying~~ quarterly cash dividends toon ~~holders of~~ our common stock ~~after a temporary suspension of such payments due to the impacts of COVID-19. Our ability to pay future quarterly cash dividends~~ or repurchase shares of our common stock ~~will~~under ~~be subject to, among other things,~~ our ~~results~~share ofrepurchase operations, financial condition, business prospects, capital requirements, contractual restrictions, any new indebtedness we may incur, restrictions imposed by applicable law, tax considerations and other factors that our Board of Directors deems relevantprogram. ~~There~~Failure ~~can~~to becontinue noto ~~assurance~~pay ~~that we will resume payment of a~~ quarterly cash ~~dividend~~dividends orto ~~repurchase shares of~~ our ~~common~~stockholders ~~stock in the future. Any reduction~~ or ~~discontinuance by us of the payment of quarterly cash dividends or the~~ repurchase of shares of our common stock under our share repurchase program could cause the market price offor our common stock to decline. Moreover, in the event our payment of quarterly cash dividends is reduced or discontinued, our failure or inability to resume paying quarterly cash dividends at historical levels could result in a lower market valuation of our common stock.

~~Local conditions, adverse weather conditions, natural disasters, acts of violence, terrorism or civil unrest, could adversely affect our business.~~ 12

~~Certain~~ Table of the regions in which we operate (including Florida and California where we have a significant number of restaurants) have been, and may in the future be, subject to adverse local conditions, events, terrorist attacks, adverse weather conditions, or natural disasters, such as earthquakes, floods, hurricanes and wildfires. Any of the foregoing events may result in physical damage, temporary or permanent closure, lack of an adequate work force, or temporary or long-term disruption in the supply of food, beverages, electric, water, sewer and waste disposal services necessary for our restaurants to operate. Depending upon its magnitude, any of the foregoing could severely damage our restaurants and/or adversely affect our business, results of operations or financial condition. Contents

We ~~currently~~repurchase ~~maintain~~of ~~property~~shares ~~and~~of ~~business~~our ~~interruption~~common stock ~~insurance~~under ~~through~~our ~~the~~share ~~aggregate~~repurchase ~~property~~program. ~~policy~~In ~~for~~fiscal ~~each~~year 2022, we resumed paying quarterly cash dividends to holders of our ~~company-owned~~common ~~locations~~stock. ~~However~~Our ability to pay future quarterly cash dividends or repurchase shares of our common stock will be subject to, ifamong ~~there~~other isthings, aour ~~major~~results ~~disaster~~of operations, ~~such~~financial ~~coverage~~condition, business prospects, capital requirements, contractual restrictions, any new indebtedness we may ~~not~~incur, restrictions imposed by applicable law, tax considerations and other factors that our Board of Directors deems relevant. There can be ~~adequate~~no assurance that we will resume payment of a quarterly cash dividend or repurchase shares of our common stock in the future. InAny ~~addition,~~reduction ~~upon~~or discontinuance by us of the ~~expiration~~payment of quarterly cash dividends or the repurchase of shares of our ~~current~~common ~~insurance~~stock ~~policies~~under our share repurchase program could cause the market price of our common stock to decline. Moreover, ~~adequate~~in ~~insurance~~the ~~coverage~~event ~~may~~our ~~not~~payment beof ~~available~~quarterly atcash ~~reasonable~~dividends ~~rates~~is reduced or discontinued, our failure or inability to resume paying quarterly cash dividends at ~~all.~~historical levels could result in a lower market valuation of our common stock.

WeLocal ~~have~~conditions, ~~disaster~~adverse ~~recovery~~weather ~~procedures~~conditions, ~~and business continuity plans in place to address most events of a crisis nature (including hurricanes and other~~ natural disasters~~) including back up and off-site locations for recovery of electronic and other forms of data and information. However~~, ifacts ~~we are unable to fully implement our disaster recovery plans, we may experience delays in recovery~~ of ~~data~~violence, ~~inability~~terrorism toor ~~perform~~civil ~~vital functions~~unrest, ~~tardiness~~could inadversely ~~required~~affect ~~reporting and compliance, failures to adequately support restaurant operations and other breakdowns in normal communication and operating procedures that may have a material adverse effect on~~ our business~~, results of operations, financial condition and exposure to administrative and other legal claims~~.

~~The~~Certain ~~cost~~of the regions in which we operate (including Florida and California where we have a significant number of ~~our~~restaurants) ~~employee~~have ~~health~~been, ~~care~~and ~~benefit~~may ~~program~~in the future be, subject to adverse local conditions, events, terrorist attacks, adverse weather conditions, or natural disasters, such as earthquakes, floods, hurricanes and wildfires. Any of the foregoing events may ~~increase~~result in physical damage, temporary or permanent closure, lack of an adequate work force, or temporary or long-term disruption in the ~~future~~supply of food, beverages, electric, water, sewer and waste disposal services necessary for our restaurants to operate. Depending upon its magnitude, any of the foregoing could severely damage our restaurants and/or adversely affect our business, results of operations or financial condition.

We currently maintain anproperty ~~employee benefits program that provides self-insured~~ and ~~insured~~business ~~coverage~~interruption toinsurance ~~employees~~through ~~that meet~~ the ~~applicable~~aggregate ~~requirements~~property ~~under~~policy ~~the~~for ~~program.~~each ~~Employees~~of ~~can~~our ~~elect~~company-owned ~~to enroll dependents that meet eligibility criteria~~locations. ~~Coverage includes health~~However, ~~dental,~~if ~~vision,~~there ~~short-~~is ~~and~~a ~~long-term~~major ~~disability~~disaster, ~~life~~such ~~insurance~~coverage ~~and~~may ~~other~~not ~~voluntary~~be ~~ancillary benefits~~adequate. ~~Employees~~In ~~share~~addition, inupon the ~~cost~~expiration of ~~other~~our ~~coverage~~current atinsurance ~~varying~~policies, ~~levels.~~adequate ~~The~~insurance ~~Company~~coverage ~~has~~may ~~historically~~not ~~funded~~be aavailable ~~majority~~at ofreasonable ~~the~~rates, ~~cost~~or ofat ~~health benefits~~all.

~~The~~We ~~Company~~have ~~routinely~~disaster ~~reviews~~recovery ~~its~~procedures ~~health~~and ~~benefit~~business continuity plans toin ~~assure~~place ~~conformity~~to ~~with~~address ~~government~~most ~~regulations. Approximately~~events ~~62%~~ of ~~eligible~~a ~~employees~~crisis ~~elect~~nature to(including ~~participate~~hurricanes inand ~~our~~other ~~health~~natural ~~benefit~~disasters) ~~plans. The~~including ~~“hours~~back ofup ~~service”~~and ~~eligibility~~off-site ~~criteria~~locations for ~~the~~recovery ~~Company’s~~of ~~health~~electronic ~~benefits~~and ~~plan~~other ~~are~~forms ~~lower~~of ~~than~~data ~~those~~and ~~required by law~~information. In ~~the future~~However, ~~proportionately~~if ~~more~~we ~~employees~~are ~~may~~unable ~~elect~~ to ~~participate~~fully inimplement our ~~health~~disaster ~~benefit~~recovery plans~~. We~~, ~~are~~we ~~unable~~may toexperience ~~reliably~~delays ~~predict~~in torecovery ~~what~~of ~~extent~~data, ifinability ~~any,~~to ~~the~~perform ~~percentage~~vital offunctions, ~~eligible~~tardiness ~~employees~~in ~~who~~required ~~elect~~reporting ~~health~~and ~~care~~compliance, ~~coverage~~failures ~~will~~to ~~increase~~adequately insupport ~~the~~restaurant ~~future. Because~~operations weand ~~fund~~other abreakdowns ~~majority~~in ofnormal ~~the~~communication ~~cost~~and ofoperating ~~health~~procedures ~~benefits,~~that ~~our~~may ~~financial~~have ~~accounting~~a ~~expense~~material ~~will~~adverse ~~increase~~effect toon ~~the~~our ~~extent~~business, ~~that~~results ~~additional~~of ~~employees~~operations, ~~elect~~financial tocondition ~~participate~~and inexposure ~~the~~to ~~Company’s~~administrative ~~health~~and ~~benefit~~other ~~plans.~~legal claims.

~~Certain~~The ~~other~~cost ~~restaurant companies may curtail the ability~~ of ~~their~~our ~~employees~~employee ~~to participate in their~~ health care benefit ~~plans~~program ~~by increasing the hours worked eligibility requirement to the minimum required under the ACA. Such restaurant companies~~ may ~~gain~~increase ain ~~cost advantage compared to us by reducing~~ the ~~cost of their employee health benefit programs~~future.

~~Also,~~We ~~medical~~maintain ~~inflation~~an ~~has~~employee ~~historically~~benefits ~~tended~~program tothat ~~outpace~~provides ~~general~~self-insured ~~inflation. We~~and ~~are~~insured ~~unable~~coverage to ~~reliably~~employees ~~predict~~that meet the ~~extent~~applicable torequirements ~~which~~under ~~future~~the ~~medical~~program. ~~inflation~~Employees ~~will~~can ~~outpace~~elect ~~general~~to ~~inflation~~enroll dependents that meet eligibility criteria. ~~Additionally,~~Coverage ~~because~~includes ~~our~~health, ~~medical~~dental, ~~benefit~~vision, ~~program~~short- isand ~~self~~long-~~insured~~term disability, anlife ~~unusual~~insurance ~~incidence~~and ofother ~~large~~voluntary ~~claims~~ancillary ~~may~~benefits. ~~cause~~Employees ~~our~~share ~~costs~~in tothe ~~unexpectedly~~cost ~~increase~~of other coverage at varying levels. The Company has historically funded a majority of the cost of health benefits.

~~Economic~~The ~~downturns~~Company orroutinely ~~changes~~reviews its health benefit plans to assure conformity with government regulations. Approximately 62% of eligible employees elect to participate in ~~consumer~~our ~~confidence~~health benefit plans. The “hours of service” eligibility criteria for the Company’s health benefits plan are lower than those required by law. In the future, proportionately more employees may ~~adversely~~elect ~~impact~~to ~~consumer~~participate ~~spending~~in ~~patterns~~our health benefit plans. We are unable to reliably predict to what extent, if any, the percentage of eligible employees who elect health care coverage will increase in the future. Because we fund a majority of the cost of health benefits, our financial accounting expense will increase to the extent that additional employees elect to participate in the Company’s health benefit plans.

~~Economic~~Certain ~~downturns~~other ~~have~~restaurant incompanies ~~the~~may ~~past~~curtail ~~and could in~~ the ~~future~~ability ~~negatively~~of ~~impact~~their ~~consumer~~employees ~~spending~~to ~~patterns.~~participate ~~Any decrease~~ in ~~consumer~~their ~~spending~~health ~~patterns~~benefit ~~may~~plans ~~result~~by inincreasing athe ~~decline~~hours inworked ~~our~~eligibility ~~operating~~requirement ~~performance.~~to ~~Economic~~the ~~downturns~~minimum ~~may~~required ~~reduce~~under ~~guest~~the ~~traffic~~ACA. ~~and~~Such ~~require~~restaurant uscompanies tomay ~~lower~~gain ~~our~~a ~~prices,~~cost ~~which~~advantage ~~reduces~~compared ~~our~~to ~~revenues~~us ~~and~~by ~~operating~~reducing ~~income,~~the ~~which~~cost ~~may~~of ~~adversely~~their ~~affect~~employee ~~the~~health ~~market~~benefit ~~price for our~~ programs.

13Also, medical inflation has historically tended to outpace general inflation. We are unable to reliably predict the extent to which future medical inflation will outpace general inflation. Additionally, because our medical benefit program is self-insured, an unusual incidence of large claims may cause our costs to unexpectedly increase.

common stock. In addition, some of our restaurants are located in areas that we consider tourist or vacation destinations. In those locations, we depend in large part on vacation travelers to frequent our Ruth’s Chris Steak House restaurants, and such destinations typically experience a reduction in visitors during economic downturns, thereby reducing the potential guests that could visit our restaurants. A significant portion of our gross revenue comes from business guests and private dining which could also be negatively affected during an economic downturn or decrease in consumer confidence. This could have a material adverse impact on our results of operations and growth strategy. Disasters occurring at one of our franchisee’s locations could impact our reputation and our consumers’ perception of our brand. Moreover, these types of events could negatively impact consumer spending in the impacted regions or, depending on the severity, globally, which could adversely impact our operating results. In fiscal year 2020 the COVID-19 outbreak caused a global economic downturn. As of February 2022, multiple variants of the COVID-19 virus are circulating globally that are highly transmissible, and there is uncertainty around vaccine effectiveness on the new strains of the virus. Uncertainty around vaccine supply and effectiveness are expected to impact the severity and timing with regards to the negative economic effects resulting from COVID-19, all of which may affect our business, results of operations or financial condition. 13

~~Litigation~~ Table ~~concerning~~of ~~food quality, health, employment practices and other issues could require us to incur additional liabilities and/or cause guests to avoid our restaurants.~~ Contents

~~Occasionally,~~Economic ~~our~~downturns ~~guests file complaints~~ or ~~lawsuits~~changes ~~against us alleging that we are responsible for some illness or injury they suffered at or after a visit to our restaurants. We are also subject to a variety of other claims arising~~ in ~~the~~consumer ~~ordinary~~confidence course of our business, including personal injury claims, contract claims, claims from franchisees, claims from landlords, claims from suppliers, claims alleging violations of federal and state law regarding workplace and employment matters, harassment and discrimination and similar matters. In addition, we could become subject to class action lawsuits related to these matters in the future. These actions and proceedings may involve allegations of illegal, unfair or inconsistent employment practices, including wage and hour violations and employment discrimination; guest discrimination; food safety issues including poor food quality, food-borne illness, food tampering, food contamination, and adverse health effects from consumption of various food productions or high-calorie foods. We, and other companies in the restaurant industry, have also been subject to a growing number of claims that the menus and actions of restaurant chains have led to the obesity of certain of their guests. In addition, we are subject to “dram shop” statutes. These statutes generally permit a person injured by an intoxicated person to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. The restaurant industry has also faced recent claims related to sexual harassment. Regardless of whether any claims against us are valid or whether we are liable, claims may be expensive to defend and may divert time and money away from our operations and hurt our performance. A judgment that significantly exceeds our insurance coverage for any claims or for matters not covered by insurance could materially adversely affect our financial condition and results of operations. Our inability to continue to obtain such insurance coverage at reasonable costs also could have a material adverse effect on our financial condition and results of operations. Adverse publicity or a failure to respond effectively resulting from these claims may also negatively impact ~~our~~consumer ~~reputation~~spending ~~and revenues at one or more of our restaurants~~patterns.

~~Tax~~Economic ~~assessments~~downturns have in the past and could in the future negatively impact consumer spending patterns. Any decrease in consumer spending patterns or ~~unclaimed~~demand ~~property~~specific ~~audits~~to byour ~~governmental~~business ~~authorities~~may result in a decline in our operating performance. Economic downturns may reduce guest traffic and require us to lower our prices, which reduces our revenues and operating income, which may adversely affect the market price for our common stock. In addition, some of our restaurants are located in areas that we consider tourist or vacation destinations. In those locations, we depend in large part on vacation travelers to frequent our Ruth’s Chris Steak House restaurants, and such destinations typically experience a reduction in visitors during economic downturns, thereby reducing the potential guests that could visit our restaurants. A significant portion of our gross revenue comes from business guests and private dining which could also be negatively affected during an economic downturn or decrease in consumer confidence. This could have a material adverse impact on our results of operations and growth strategy. Disasters occurring at one of our franchisee’s locations could impact our reputation and our consumers’ perception of our brand. Moreover, these types of events could negatively impact consumer spending in the impacted regions or, depending on the severity, globally, which could adversely impact our operating results.

WeLitigation ~~remit~~concerning afood ~~variety of taxes and fees to various governmental authorities~~quality, ~~including federal and state income taxes~~health, ~~excise~~employment ~~taxes~~practices, ~~franchise~~real ~~taxes,~~estate ~~property taxes, sales~~ and ~~use~~other ~~taxes,~~issues ~~and~~could payroll taxes. The taxes and fees remitted by us are subject to review and audit by the applicable governmental authorities, which can result in liability for additional assessments. In addition, we are subject to unclaimed or abandoned property (escheat) laws which require us to ~~turn~~incur over to certain government authorities the property of others held by us that has been unclaimed for a specified period. We are subject to audits by individual U.S. states regarding our escheatment practices. The legislation and regulations related to tax and unclaimed property matters tend to be complex and subject to varying interpretations by both government authorities and taxpayers. Although management believes that the positions are reasonable, various taxing authorities have in the past and may in the future challenge certain of the positions we have taken, which may also potentially result in additional liabilities ~~for taxes, unclaimed property~~ and interest in excess of accrued liabilities. Our positions are reviewed as events occur such as the availability of new information, the lapsing of applicable statutes of limitations, the conclusion of tax audits, the measurement of additional estimated liability based on current calculations, the identification of new tax contingencies, /or ~~the~~cause ~~rendering~~guests ofto ~~relevant~~avoid ~~court decisions. An unfavorable resolution of assessments by a governmental authority could negatively impact~~ our ~~results of operations and cash flows in future periods~~restaurants.

14Occasionally, our guests file complaints or lawsuits against us alleging that we are responsible for some illness or injury they suffered at or after a visit to our restaurants. We are also subject to a variety of other claims arising in the ordinary course of our business, including personal injury claims, contract claims, claims from franchisees, claims from landlords, claims from suppliers, claims alleging violations of federal and state law regarding workplace and employment matters, harassment and discrimination and similar matters. In addition, we have in the past and could in the future become subject to class action lawsuits related to these matters. These actions and proceedings may involve allegations of illegal, unfair or inconsistent employment practices, including wage and hour violations and employment discrimination; guest discrimination; food safety issues including poor food quality, food-borne illness, food tampering, food contamination, and adverse health effects from consumption of various food productions or high-calorie foods. We, and other companies in the restaurant industry, have also been subject to a growing number of claims that the menus and actions of restaurant chains have led to the obesity of certain of their guests. In addition, we are subject to “dram shop” statutes. These statutes generally permit a person injured by an intoxicated person to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. The restaurant industry has also faced recent claims related to sexual harassment. Regardless of whether any claims against us are valid or whether we are liable, claims may be expensive to defend and may divert time and money away from our operations and hurt our performance. A judgment that significantly exceeds our insurance coverage for any claims or for matters not covered by insurance could materially adversely affect our financial condition and results of operations. Our inability to continue to obtain such insurance coverage at reasonable costs also could have a material adverse effect on our financial condition and results of operations. Adverse publicity or a failure to respond effectively resulting from these claims may also negatively impact our reputation and revenues at one or more of our restaurants.

~~Market~~If ~~volatility~~we fail to comply with applicable federal, state and local employment and labor laws and regulations, it could ~~adversely~~have ~~affect~~a ~~our~~material, ~~stock~~adverse ~~price~~impact on our business.

~~Many~~Various ~~factors~~federal, ~~affect~~state ~~the~~and ~~trading~~local ~~price~~employment ofand labor laws and regulations govern our ~~stock,~~relationships ~~including~~with ~~factors~~our ~~over~~employees. ~~which~~These welaws ~~have~~and noregulations ~~control,~~relate to matters such as ~~trading~~employment ~~activity~~discrimination, orwage ~~communications~~and ~~with~~hour ~~activist investors~~laws, ~~reports~~requirements onto ~~the~~provide ~~economy~~and document meal and rest periods or ~~the~~other ~~price~~benefits, offamily ~~commodities~~leave mandates, asrequirements ~~well~~regarding asworking ~~negative~~conditions and accommodations to certain employees, citizenship or ~~positive~~work ~~announcements~~authorization byand ~~competitors~~related requirements, ~~regardless~~insurance ofand ~~whether~~workers’ ~~the~~compensation ~~report~~rules, ~~relates~~healthcare ~~directly~~laws, toand ~~our~~anti-discrimination ~~business~~and anti-harassment laws. InWe ~~addition~~incur substantial costs to ~~investor~~comply ~~expectations,~~with ~~trading~~these ~~activity~~laws inand ~~our~~regulations ~~stock~~and ~~can~~non-compliance ~~reflect~~could ~~the~~expose ~~portfolio~~us ~~strategies~~to ~~and~~significant ~~investment~~liabilities. ~~allocation~~For ~~changes~~example, a number of ~~institutional~~lawsuits ~~holders.~~previously ~~Any~~have ~~failure~~been tofiled ~~meet~~against ~~market~~us ~~expectations,~~alleging ~~whether~~violations ~~for~~of ~~sales~~federal ~~growth~~and ~~rates~~state laws regarding employee wages and payment of overtime, ~~earnings~~meal ~~per~~and ~~share~~rest orbreaks, ~~other~~employee ~~metrics~~classification, ~~could~~employee ~~adversely~~record-keeping ~~affect~~and ~~our~~related ~~share~~practices ~~price~~with respect to our employees. ~~During~~We ~~fiscal~~incur ~~year~~legal ~~2021~~costs to defend these cases, ~~COVID-19~~and ~~was~~we acould ~~source~~incur oflosses ~~volatility~~from inthese and similar cases, and the ~~financial~~amount ~~markets. This~~of ~~volatility~~such ~~also~~losses ~~impacted~~or ~~the~~costs ~~Company’s~~could ~~stock~~be ~~price~~material.

~~In the future we could incur unexpected expenses resulting from the sale of the Mitchell’s Restaurants.~~ 14

~~Effective~~ Table ~~January 21, 2015, we sold the Mitchell’s Restaurants and related assets to Landry’s, Inc. and Mitchell’s Entertainment, Inc., an affiliate~~ of Landry’s Inc. (together with Landry’s Inc., “Landry’s”). Pursuant to the terms of the purchase agreement, upon closing of the sale of the Mitchell’s Restaurants, Landry’s assumed the lease obligations of the Mitchell’s Restaurants. However, we have guaranteed Landry’s lease obligations aggregating $21.2 million under four of the leases which extend until the leases terminate which may continue into 2040 assuming all options are exercised. Separate from the purchase agreement, Landry’s has agreed to indemnify the Company in the event of a default under any of the leases. There is a risk that adverse events may occur that require us to defend against or fulfill an indemnity claim, which could result in unexpected expense. Contents

~~Risks~~In ~~Related~~addition, several jurisdictions, including New York City, Philadelphia, Seattle, and Oregon have implemented fair workweek or “secure scheduling” legislation, which impose complex requirements related to ~~Our~~scheduling ~~Brand~~for certain restaurant and retail employees, and additional jurisdictions are considering similar legislation. Several jurisdictions also have implemented sick pay and paid time off legislation, which requires employers to provide paid time off to employees, and “just cause” termination legislation, which restricts companies’ ability to terminate employees or reduce employees’ hours unless they can prove “just cause” or a “bona fide economic reason” for the termination or reduction in hours. All of these regulations impose additional obligations on us and our failure to comply with any of these regulations could subject us to penalties and other legal liabilities, which could adversely affect our business and results of operations and potentially cause us to close or reduce operating hours of some restaurants in these jurisdictions.

~~Negative~~Tax ~~publicity~~assessments ~~surrounding~~or ~~our~~unclaimed ~~brand,~~property ~~the~~audits ~~consumption~~by ofgovernmental ~~beef~~authorities ~~generally, or shifts in consumer tastes,~~ could ~~reduce~~adversely ~~sales~~impact ~~in one or more of~~ our ~~restaurants~~operating ~~and make our brand less valuable~~results.

~~Our~~We ~~success~~remit ~~depends,~~a invariety ~~large~~of ~~part,~~taxes ~~upon~~and ~~the~~fees ~~reputation~~to ofvarious ~~our~~governmental ~~brand. Negative~~authorities, ~~publicity~~including ~~resulting~~federal ~~from~~and ~~poor~~state ~~food~~income ~~quality~~taxes, ~~illness~~excise taxes, ~~injury~~franchise ortaxes, ~~other~~property ~~health~~taxes, ~~concerns~~sales and use taxes, orand ~~operating~~payroll ~~problems~~taxes. ~~including~~The ~~disappointing~~taxes ~~customer~~and ~~experiences~~fees ~~related~~remitted toby ~~one~~us orare ~~more~~subject ~~restaurants,~~to ~~have~~review ~~occurred~~and inaudit by the ~~past~~applicable governmental authorities, ~~could~~which ~~occur~~can result in ~~the~~liability ~~future~~for additional assessments. In addition, ~~and~~we ~~could~~are ~~make~~subject ~~our~~to ~~restaurants~~unclaimed ~~less~~or ~~appealing~~abandoned property (escheat) laws which require us to ~~consumers. Further,~~turn over to certain government authorities the ~~influence~~property of ~~social~~others ~~media~~held ~~could~~by ~~make~~us itthat ~~more~~has ~~difficult~~been unclaimed for usa tospecified ~~respond~~period. We are subject to ~~negative~~audits ~~publicity~~by inindividual aU.S. ~~timely~~states orregarding ~~effective~~our ~~manner~~escheatment practices. ~~Consumers~~ ~~value~~The ~~readily~~legislation ~~available~~and ~~information~~regulations ~~and~~related ~~often~~to ~~act~~tax onand ~~such~~unclaimed ~~information~~property ~~without~~matters ~~further~~tend ~~investigation~~to ~~and~~be ~~without~~complex ~~regard~~and subject to ~~its~~varying ~~accuracy. The~~interpretations ~~harm~~by ~~may~~both begovernment ~~immediate~~authorities ~~without~~and ~~affording~~taxpayers. usAlthough ~~the~~management ~~opportunity~~believes ~~for~~that ~~redress~~the orpositions ~~correction. In~~are ~~addition~~reasonable, ~~any~~various ~~shifts~~taxing authorities have in ~~consumer~~the ~~preferences~~past ~~away~~and ~~from~~may in the ~~kinds~~future challenge certain of ~~food~~the positions we ~~offer~~have taken, ~~particularly~~which ~~beef~~may also potentially result in additional liabilities for taxes, ~~whether~~unclaimed ~~because~~property and interest in excess of ~~environmental,~~accrued ~~dietary~~liabilities. orOur ~~other~~positions ~~health~~are ~~concerns~~reviewed oras ~~otherwise~~events occur such as the availability of new information, ~~would~~the ~~make~~lapsing ~~our~~of ~~restaurants~~applicable ~~less~~statutes ~~appealing~~of ~~and~~limitations, ~~adversely~~the ~~affect~~conclusion ~~revenues. Our~~of ~~restaurants~~tax ~~are~~audits, ~~required~~the tomeasurement ~~disclose~~of ~~calorie~~additional ~~information~~estimated liability based on ~~menus~~current calculations, ~~which~~the ~~could~~identification ~~have~~of annew ~~adverse~~tax ~~effect~~contingencies, onor ~~our~~the ~~revenues~~rendering ~~and~~of relevant court decisions. An unfavorable resolution of assessments by a governmental authority could negatively impact our results of operations. and cash flows in future periods.

~~Our~~Market ~~franchisees~~volatility could ~~take~~adversely ~~actions~~affect ~~that harm~~ our ~~reputation~~stock ~~and reduce our royalty and restaurant revenues~~price.

WeMany dofactors ~~not~~affect ~~exercise control over~~ the ~~day-to-day~~trading ~~operations~~price of our ~~franchisee-owned~~stock, ~~restaurants.~~including ~~While~~factors weover ~~strive~~which ~~to ensure that franchisee-owned restaurants maintain the same high operating standards that~~ we ~~demand~~have ofno ~~Company-owned restaurants~~control, ~~one~~such oras ~~more~~trading ofactivity ~~these restaurants may fail to maintain these standards~~ or ~~provide~~communications ~~a customer experience consistent~~ with ~~our~~activist ~~brand~~investors, ~~standards.~~reports ~~Any~~on ~~operational~~the economy or ~~financial~~the ~~shortcomings~~price of ~~the~~commodities, ~~franchisee-owned restaurants are likely to be attributed to our system-wide operations and could adversely affect our reputation and damage our brand~~ as well as ~~have a direct~~ negative ~~impact~~or onpositive ~~the~~announcements ~~royalty~~by ~~income~~competitors, weregardless ~~receive~~of ~~from~~whether ~~those restaurants. Franchisee noncompliance with~~ the ~~operational~~report ~~standards~~relates ~~and~~directly ~~the~~to ~~terms and conditions of~~ our ~~franchise~~business. ~~agreements~~In ~~may~~addition ~~reduce~~to ~~the~~investor ~~overall~~expectations, ~~goodwill~~trading ofactivity in our ~~brand,~~stock ~~whether~~can ~~through~~reflect the ~~failure~~portfolio tostrategies ~~meet health~~ and ~~safety~~investment ~~standards,~~allocation ~~engage~~changes inof ~~quality~~institutional ~~control or maintain product consistency, adequate succession planning or through the participation in improper or objectionable business practices~~holders. ~~Moreover,~~ ~~unauthorized~~Any ~~third~~failure ~~parties may use our intellectual property~~ to ~~trade~~meet onmarket ~~the~~expectations, ~~goodwill~~whether offor ~~the~~sales ~~Company’s~~growth ~~brand~~rates, ~~resulting~~earnings inper ~~consumer~~share ~~confusion~~ or ~~dilution. Any~~other ~~harm to our brand or goodwill~~metrics, ~~customer confusion or brand dilution~~ could ~~materially and~~ adversely ~~impact~~affect our ~~business~~share ~~and results of operations~~price.

~~The expansion into international markets by our franchisees also creates additional risks to our brands and reputation.~~ 15

~~Our~~ Table international operations are subject to all the same risks associated with our domestic operations, as well as numerous additional risks. These include, among other things, international economic and political conditions, foreign currency fluctuations and differing cultures and consumer preferences. We are also subject to governmental regulation in such international markets, including antitrust and tax requirements, anti-boycott regulations, COVID-19 related regulations, import/export/customs regulations and other international trade regulations, the USA Patriot Act and the Foreign Corrupt Practices Act. Any new regulatory or trade initiatives could impact our operations in certain countries. Failure to comply with any such legal requirements could subject us to monetary liabilities and other sanctions, which could harm our business, results of ~~operations and financial condition.~~ Contents

15In the future we could incur unexpected expenses resulting from the sale of the Mitchell’s Restaurants.

~~Our~~Effective ~~failure~~January 21, 2015, we sold the Mitchell’s Restaurants and related assets to ~~enforce~~Landry’s, ~~our~~Inc. ~~service~~and ~~marks~~Mitchell’s orEntertainment, ~~other~~Inc., ~~proprietary~~an ~~rights~~affiliate ~~could~~of ~~adversely~~Landry’s ~~affect~~Inc. ~~our~~(together ~~competitive~~with ~~position~~Landry’s orInc., “Landry’s”). Pursuant to the ~~value~~terms of ~~our~~the ~~brands~~purchase agreement, upon closing of the sale of the Mitchell’s Restaurants, Landry’s assumed the lease obligations of the Mitchell’s Restaurants. However, we have guaranteed Landry’s lease obligations aggregating $8.3 million under four of the leases which extend until the leases terminate which may continue into 2040 assuming all options are exercised. Separate from the purchase agreement, Landry’s has agreed to indemnify the Company in the event of a default under any of the leases. There is a risk that adverse events may occur that require us to defend against or fulfill an indemnity claim, which could result in unexpected expense.

WeRisks ~~own~~Related ~~certain common law service mark rights and a number of federal and international service mark registrations, most importantly the Ruth’s Chris Steak House names and logos, copyrights relating~~ to ~~text~~Our and print uses, and other proprietary intellectual property rights. We believe that our service marks, copyrights and other proprietary rights are important to our success and competitive position. Protective actions we take with respect to these rights may fail to prevent unauthorized usage or imitation by others, which could harm our reputation, brand or competitive position and, if we commence litigation to enforce our rights, cause us to incur significant legal expenses. Brand

~~Item~~Negative ~~1B.~~publicity ~~UNRESOLVED~~surrounding ~~STAFF~~our ~~COMMENTS~~brand, the consumption of beef generally, or shifts in consumer tastes, could reduce sales in one or more of our restaurants and make our brand less valuable.

~~None~~Our success depends, in large part, upon the reputation of our brand. Negative publicity resulting from poor food quality, illness, injury or other health concerns, or operating problems including disappointing customer experiences related to one or more restaurants, have occurred in the past, could occur in the future, and could make our restaurants less appealing to consumers. Further, the influence of social media could make it more difficult for us to respond to negative publicity in a timely or effective manner. Consumers value readily available information and often act on such information without further investigation and without regard to its accuracy. The harm may be immediate without affording us the opportunity for redress or correction. In addition, any shifts in consumer preferences away from the kinds of food we offer, particularly beef, whether because of environmental, dietary or other health concerns or otherwise, would make our restaurants less appealing and adversely affect revenues. Our restaurants are required to disclose calorie information on menus, which could have an adverse effect on our revenues and results of operations.

~~Item~~Our 2franchisees could take actions that harm our reputation and reduce our royalty and restaurant revenues. ~~PROPERTIES~~

~~Company~~We do not exercise control over the day-to-day operations of our franchisee-owned restaurants. ~~are~~While ~~generally~~we ~~located~~strive into ~~spaces~~ensure ~~leased~~that byfranchisee-owned ~~wholly~~restaurants maintain the same high operating standards that we demand of Company-owned ~~direct~~restaurants, one or ~~indirect~~more ~~subsidiaries~~of these restaurants may fail to maintain these standards or provide a customer experience consistent with our brand standards. ~~Seventy-two~~Any operational or financial shortcomings of the ~~Company~~franchisee-owned ~~Ruth’s~~restaurants ~~Chris~~are ~~restaurants~~likely ~~operate~~to inbe ~~leased~~attributed ~~space,~~to ofour ~~which~~system-wide operations and could adversely affect our reputation and damage our brand as well as have a direct negative impact on the ~~majority~~royalty ~~currently~~income ~~provide~~we ~~for~~receive anfrom ~~option~~those torestaurants. ~~renew~~Franchisee ~~for~~noncompliance with the operational standards and the terms ~~ranging~~and ~~from~~conditions ~~approximately~~of ~~five~~our ~~years~~franchise toagreements ~~twenty~~may ~~years.~~reduce ~~Historically~~the overall goodwill of our brand, whether through the ~~Company~~failure ~~has~~to ~~not~~meet ~~had~~health ~~difficulty~~and safety standards, engage in ~~renewing~~quality ~~its~~control ~~leases~~or maintain product consistency, adequate succession planning or through the participation in aimproper ~~timely~~or ~~manner~~objectionable business practices. ~~Restaurant~~Moreover, ~~leases~~unauthorized ~~provide~~third ~~for~~parties amay ~~specified~~use ~~annual~~our ~~rent~~intellectual property to trade on the goodwill of the Company’s brand, ~~and~~resulting ~~some~~in ~~leases~~consumer ~~call~~confusion ~~for~~or ~~additional~~dilution. Any harm to our brand or ~~contingent~~goodwill, ~~rent~~customer ~~based~~confusion onor ~~sales~~brand ~~volumes~~dilution ~~over~~could ~~specified~~materially ~~levels.~~and adversely impact our business and results of operations.

The ~~corporate~~operation ~~headquarters~~of ~~reside~~restaurants by infranchisees ~~leased space (11,784 square feet)~~ in ~~Winter~~international ~~Park,~~markets ~~Florida,~~also ~~with~~create aadditional risks ~~term set~~ to ~~expire~~our onbrands ~~August 31,~~and ~~2026~~reputation.

~~The~~Our ~~Company~~international ~~owns~~operations are subject to all the ~~real~~same ~~estate~~risks ~~for~~associated ~~one~~with ~~Ruth’s~~our ~~Chris~~domestic ~~operating~~operations, ~~restaurant~~as well as numerous additional risks. These include, among other things, international economic and political conditions, foreign currency fluctuations and differing cultures and consumer preferences. We are also subject to governmental regulation in Ftsuch international markets, including antitrust and tax requirements, anti-boycott regulations, COVID-19 related regulations, import/export/customs regulations and other international trade regulations, the USA Patriot Act and the Foreign Corrupt Practices Act. ~~Lauderdale~~Any new regulatory or trade initiatives could impact our operations in certain countries. Failure to comply with any such legal requirements could subject us to monetary liabilities and other sanctions, ~~Florida~~which (7could harm our business,~~800~~ ~~square~~results ~~feet)~~of operations and financial condition.

The following table sets forth information about the Company’s existing Company-owned and franchisee-owned restaurants as of December 26, 2021. As of this same date, the Company operated 73 Ruth’s Chris restaurants and three restaurants operated under contractual agreements. In addition, franchisees operated 74 restaurants. Company-owned Ruth’s Chris restaurants range in size from approximately 4,000 to approximately 13,000 square feet with approximately 180 to 375 seats. The Company expects that future restaurants will range in size from 6,000 to 10,000 square feet with approximately 230 to 250 seats. 16

16 Table of Contents

Company-Owned Ruth's Chris Restaurants			Franchisee-Owned Ruth's Chris Restaurants
Year Opened	Locations	Property Leased or Owned	Year Opened	Locations
1972	Metairie, LA	Leased	1976	Baton Rouge, LA
1977	Lafayette, LA	Leased	1985	Mobile, AL
1985	Ft. Lauderdale, FL	Owned	1986	Atlanta, GA
1985	Austin, TX	Leased	1987	Pittsburgh, PA
1986	Nashville, TN	Leased	1987	Hartford, CT
1988	Philadelphia, PA	Leased	1991	Richmond, VA
1988	Seattle, WA	Leased	1993	Birmingham, AL
1989	Honolulu, HI	Leased	1993	San Antonio, TX
1989	Memphis, TN	Leased	1993	Taipei, Taiwan
1990	Weehawken, NJ	Leased	1993	Cancun, Mexico
1990	Scottsdale, AZ	Leased	1994	Indianapolis, IN
1992	Palm Desert, CA	Leased	1995	Toronto, Canada
1992	Minneapolis, MN	Leased	1996	Taichung, Taiwan
1993	Arlington, VA	Leased	1996	Indianapolis, IN
1993	Manhattan, NY	Leased	1997	Kowloon, Hong Kong
1994	San Diego, CA	Leased	1997	Raleigh (Cary), NC
1995	Long Island, NY	Leased	1998	Annapolis, MD
1995	Westchester, NY	Leased	1999	Atlanta, GA
1996	Dallas, TX	Leased	2000	Pikesville, MD
1996	Troy, MI	Leased	2000	San Antonio, TX
1996	Tampa, FL	Leased	2001	Kaohsiung, Taiwan
1997	Irvine, CA	Leased	2001	Queensway, Hong Kong
1997	Jacksonville, FL	Leased	2001	Cabo San Lucas, Mexico
1998	Louisville, KY	Leased	2005	Virginia Beach, VA
1998	Parsippany, NJ	Leased	2005	Baltimore, MD
1998	Northbrook, IL	Leased	2005	Atlantic City, NJ
1999	Coral Gables, FL	Leased	2005	Charlotte, NC
1999	Ponte Vedra, FL	Leased	2006	Ocean City, MD
1999	Winter Park, FL	Leased	2006	Destin, FL
2000	Sarasota, FL	Leased	2006	Huntsville, AL
2000	Del Mar, CA	Leased	2006	Edmonton, Canada
2000	Boca Raton, FL	Leased	2007	Charlotte, NC
2000	Wailea, HI	Leased	2007	Columbia, SC
2001	Orlando, FL	Leased	2007	Mishawaka, IN
2001	Greensboro, NC	Leased	2007	Tokyo, Japan
2002	Woodland Hills, CA	Leased	2007	Madison, WI
2002	Fairfax, VA	Leased	2007	Calgary, Canada
2003	Walnut Creek, CA	Leased	2007	Rogers, AR
2005	Roseville, CA	Leased	2007	Park City, UT
2005	Boston, MA	Leased	2008	Aruba
2005	Sacramento, CA	Leased	2008	Myrtle Beach, SC
2006	Bonita Springs, FL	Leased	2008	Wilmington, NC
2006	Pasadena, CA	Leased	2008	Wilkes-Barre, PA
2007	Lake Mary, FL*	Land Leased	2008	Raleigh, NC
2007	Anaheim, CA*	Land Leased	2008	Savannah, GA
2007	Biloxi, MS	Leased	2009	Greenville, SC

Our failure to enforce our service marks or other proprietary rights could adversely affect our competitive position or the value of our brands.

17We own certain common law service mark rights and a number of federal and international service mark registrations, most importantly the Ruth’s Chris Steak House names and logos, copyrights relating to text and print uses, and other proprietary intellectual property rights. We believe that our service marks, copyrights and other proprietary rights are important to our success and competitive position. Protective actions we take with respect to these rights may fail to prevent unauthorized usage or imitation by others, which could harm our reputation, brand or competitive position and, if we commence litigation to enforce our rights, cause us to incur significant legal expenses.

Company-Owned Ruth's Chris Restaurants			Franchisee-Owned Ruth's Chris Restaurants
Year Opened	Locations	Property Leased or Owned	Year Opened	Locations
2007	Knoxville, TN	Leased	2009	St. Louis, MO
2007	Tyson's Corner, VA	Leased	2009	Durham, NC
2007	Waikiki, HI	Leased	2009	Kennesaw, GA
2007	West Palm Beach, FL	Leased	2010	Salt Lake City, UT
2008	Ft. Worth, TX	Leased	2011	Grand Rapids, MI
2008	New Orleans, LA	Leased	2011	Asheville, NC
2008	Princeton, NJ*	Land Leased	2012	Singapore
2008	Fresno, CA	Leased	2012	Niagara Falls, Canada
2008	South Barrington, IL*	Land Leased	2013	Las Vegas, NV
2011	Portland, OR	Leased	2013	San Juan, Puerto Rico
2012	Cincinnati, OH	Leased	2013	Chattanooga, TN
2013	Houston, TX	Leased	2013	Shanghai, China
2014	Denver, CO	Leased	2014	Alpharetta, GA
2014	Gaithersburg, MD	Leased	2014	Boise, ID
2014	Marina del Rey, CA	Leased	2014	Taipei, Taiwan
2015	St. Petersburg, FL	Leased	2015	Ann Arbor, MI
2016	Albuquerque, NM	Leased	2015	San Antonio, TX
2016	El Paso, TX	Leased	2016	Jakarta, Indonesia
2017	Waltham, MA	Leased	2016	Odenton, MD
2017	Denver, CO	Leased	2016	Greenville, SC
2018	Jersey City, NJ	Leased	2017	Chengdu, China
2018	Paramus, NJ	Leased	2017	Toronto, Canada
2019	Columbus, OH	Leased	2018	Ft. Wayne, IN
2019	Somerville, MA	Leased	2018	Markham, Canada
2020	Washington, D.C.	Leased	2019	Chongqing, China
2021	Short Hills, NJ	Leased	2020	Chesterfield, MO
2021	Lake Grove, NY	Leased	2021	Manila, Philippines
			2021	Changsha, China
			Ruth's Chris Restaurants Under Contractual Agreement
			Year Opened	Locations
			2012	Cherokee, NC
			2017	Tulsa, OK
			2018	Reno, NV

Item 1B. UNRESOLVED STAFF COMMENTS

* The Company owns the building and leases the land pursuant to a long-term ground leaseNone.

18Item 2. PROPERTIES

~~Item~~Company-owned 3restaurants are generally located in spaces leased by wholly-owned direct or indirect subsidiaries. ~~LEGAL~~Seventy-six of ~~PROCEEDINGS~~the Company-owned Ruth’s Chris restaurants operate in leased space, of which the majority currently provide for an option to renew for terms ranging from approximately five years to twenty years. Historically, the Company has not had difficulty in renewing its leases in a timely manner. Restaurant leases provide for a specified annual rent, and some leases call for additional or contingent rent based on sales volumes over specified levels.

~~See~~The ~~Note~~corporate 11headquarters ofreside ~~the~~in ~~Notes~~leased tospace ~~the~~11,784 ~~consolidated~~square ~~financial~~feet in ~~statements~~Winter ~~for~~Park, Florida, with a ~~summary~~term ofset ~~legal~~to ~~proceedings~~expire on August 31, 2026.

~~Item~~The 4Company owns the real estate for one Ruth’s Chris operating restaurant in Ft. ~~MINE~~Lauderdale, ~~SAFETY~~Florida ~~DISCLOSURES~~(7,800 square feet).

~~None~~The following table sets forth information about the Company’s existing Company-owned and franchisee-owned restaurants as of December 25, 2022. As of this same date, the Company operated 77 Ruth’s Chris restaurants and three restaurants operated under contractual agreements. In addition, franchisees operated 74 restaurants. Company-owned Ruth’s Chris restaurants range in size from approximately 4,000 to approximately 13,000 square feet with approximately 180 to 375 seats. The Company expects that future restaurants will range in size from 6,000 to 10,000 square feet with approximately 200 to 300 seats.

19 17

~~PART~~ Table IIof Contents

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Company-Owned Ruth's Chris Restaurants			Franchisee-Owned Ruth's Chris Restaurants
Year Opened	Locations	Property Leased or Owned	Year Opened	Locations
1972	Metairie, LA	Leased	1976	Baton Rouge, LA
1977	Lafayette, LA	Leased	1985	Mobile, AL
1985	Ft. Lauderdale, FL	Owned	1986	Atlanta, GA
1985	Austin, TX	Leased	1987	Pittsburgh, PA
1986	Nashville, TN	Leased	1987	Hartford, CT
1988	Philadelphia, PA	Leased	1991	Richmond, VA
1988	Seattle, WA	Leased	1993	Birmingham, AL
1989	Honolulu, HI	Leased	1993	San Antonio, TX
1989	Memphis, TN	Leased	1993	Taipei, Taiwan
1990	Weehawken, NJ	Leased	1993	Cancun, Mexico
1990	Scottsdale, AZ	Leased	1994	Indianapolis, IN
1992	Palm Desert, CA	Leased	1995	Toronto, Canada
1992	Minneapolis, MN	Leased	1996	Taichung, Taiwan
1993	Arlington, VA	Leased	1996	Indianapolis, IN
1993	Manhattan, NY	Leased	1997	Kowloon, Hong Kong
1994	San Diego, CA	Leased	1997	Raleigh (Cary), NC
1995	Long Island, NY	Leased	1998	Annapolis, MD
1995	Westchester, NY	Leased	1999	Atlanta, GA
1996	Dallas, TX	Leased	2000	Pikesville, MD
1996	Troy, MI	Leased	2000	San Antonio, TX
1996	Tampa, FL	Leased	2001	Kaohsiung, Taiwan
1997	Irvine, CA	Leased	2001	Queensway, Hong Kong
1997	Jacksonville, FL	Leased	2001	Cabo San Lucas, Mexico
1998	Louisville, KY	Leased	2005	Virginia Beach, VA
1998	Parsippany, NJ	Leased	2005	Baltimore, MD
1998	Northbrook, IL	Leased	2005	Atlantic City, NJ
1999	Coral Gables, FL	Leased	2005	Charlotte, NC
1999	Ponte Vedra, FL	Leased	2006	Ocean City, MD
2000	Sarasota, FL	Leased	2006	Destin, FL
2000	Del Mar, CA	Leased	2006	Huntsville, AL
2000	Boca Raton, FL	Leased	2006	Edmonton, Canada
2000	Wailea, HI	Leased	2007	Charlotte, NC
2001	Orlando, FL	Leased	2007	Columbia, SC
2001	Greensboro, NC	Leased	2007	Mishawaka, IN
2002	Woodland Hills, CA	Leased	2007	Tokyo, Japan
2002	Fairfax, VA	Leased	2007	Madison, WI
2003	Walnut Creek, CA	Leased	2007	Calgary, Canada
2005	Roseville, CA	Leased	2007	Rogers, AR
2005	Boston, MA	Leased	2007	Park City, UT
2005	Sacramento, CA	Leased	2008	Aruba
2006	Bonita Springs, FL	Leased	2008	Myrtle Beach, SC
2006	Pasadena, CA	Leased	2008	Wilkes-Barre, PA
2007	Lake Mary, FL*	Land Leased	2008	Raleigh, NC
2007	Anaheim, CA*	Land Leased	2008	Savannah, GA
2007	Biloxi, MS	Leased	2009	Greenville, SC
2007	Knoxville, TN	Leased	2009	St. Louis, MO
2007	Tyson's Corner, VA	Leased	2009	Durham, NC
2007	Waikiki, HI	Leased	2009	Kennesaw, GA
2007	West Palm Beach, FL	Leased	2010	Salt Lake City, UT
2008	Ft. Worth, TX	Leased	2011	Grand Rapids, MI
2008	New Orleans, LA	Leased	2011	Asheville, NC
2008	Princeton, NJ*	Land Leased	2012	Singapore
2008	Fresno, CA	Leased	2012	Niagara Falls, Canada
2008	South Barrington, IL*	Land Leased	2013	Las Vegas, NV
2011	Portland, OR	Leased	2013	San Juan, Puerto Rico
2012	Cincinnati, OH	Leased	2013	Chattanooga, TN
2013	Houston, TX	Leased	2013	Shanghai, China
2014	Denver, CO	Leased	2014	Alpharetta, GA
2014	Gaithersburg, MD	Leased	2014	Boise, ID
2014	Marina del Rey, CA	Leased	2014	Taipei, Taiwan
2015	St. Petersburg, FL	Leased	2015	Ann Arbor, MI
2016	Albuquerque, NM	Leased	2015	San Antonio, TX
2016	El Paso, TX	Leased	2016	Jakarta, Indonesia
2017	Waltham, MA	Leased	2016	Odenton, MD
2017	Denver, CO	Leased	2016	Greenville, SC
2018	Jersey City, NJ	Leased	2017	Chengdu, China
2018	Paramus, NJ	Leased	2017	Toronto, Canada
2019	Columbus, OH	Leased	2018	Ft. Wayne, IN
2019	Somerville, MA	Leased	2018	Markham, Canada
2020	Washington, D.C.	Leased	2019	Chongqing, China
2021	Short Hills, NJ	Leased	2020	Chesterfield, MO
2021	Lake Grove, NY	Leased	2021	Manila, Philippines
2022	Worcester, MA	Leased	2021	Changsha, China
2022	Long Beach, CA	Leased	2022	Wilmington, NC
2022	Melville, NY	Leased
2022	Aventura, FL	Leased
2022	Winter Park, FL	Leased

			Ruth's Chris Restaurants Under Contractual Agreement
			Year Opened	Locations
			2012	Cherokee, NC
			2017	Tulsa, OK
			2018	Reno, NV

~~The Company’s common stock is listed on the Nasdaq Global Select Market under the trading symbol “RUTH.” As of February 3, 2022, there were 91 holders of record of its common stock.~~ 18

~~Common~~ Table ~~Stock~~of ~~Repurchase Program~~ Contents

During the fourth quarter of fiscal year 2019, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $60 million of outstanding common stock from time to time in the open market, through negotiated transactions or otherwise (including, without limitation, the use of Rule 10b5-1 plans), depending on share price, market conditions and other factorsItem 3. ~~During~~ LEGAL fiscal year 2020, as a result of the impacts to our business arising from the COVID-19 pandemic, the Company temporarily suspended its share repurchase program. During the third quarter of fiscal year 2021 the Company resumed its share repurchase program. The Company conducts any open market share repurchase activities in compliance with the safe harbor provisions of Rule 10b-18 of the Exchange Act. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of its shares. The program has no termination date. As of December 26, 2021, $25.0 million remained available for further purchases under the new program. The Company’s ability to make future stock purchases under the program is currently limited by our credit agreement. The Company’s amended and restated credit agreement currently does not limit dividends and share repurchases if the Company’s Consolidated Leverage Ratio is less than 2.50:1.00 and holds a minimum liquidity of $25.0 million. As of December 26, 2021 our Consolidated Leverage Ratio was less than 2.50:1.00.PROCEEDINGS

~~Stock~~See ~~repurchase~~Note ~~activity~~10 of ~~during~~ the ~~fourth~~Notes ~~fiscal~~to ~~quarter~~the ~~ended~~consolidated ~~December~~financial ~~26,~~statements ~~2021~~for ~~was~~a assummary ~~follows:~~of legal proceedings.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program		Maximum Dollar Value that May Yet be Purchased under the Program – Amounts in thousands
September 27, 2021 to October 31, 2021		316,853	$	19.50	$	316,853	$	31,546
November 1, 2021 to November 28, 2021		9,781	$	18.03		9,781	$	31,369
November 29, 2021 to December 26, 2021		368,779	$	17.36		368,779	$	24,966
Totals for the fiscal quarter		695,413	$	18.35		695,413	$	24,966

Item 4. MINE SAFETY DISCLOSURES

~~Unregistered Recent Sales of Securities~~ None.

~~None.~~ 19

~~Dividends~~ Table of Contents

~~See~~PART ~~Item~~II ~~7, Management’s Discussion and Analysis of Financial Condition and Results of Operation, of this Annual Report on Form 10-K for information regarding dividends.~~

~~Securities~~Item 5. MARKET ~~Authorized~~FOR ~~for~~REGISTRANT’S ~~Issuance~~COMMON ~~Under~~EQUITY, ~~Equity~~RELATED ~~Compensation~~STOCKHOLDER ~~Plans~~MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~See~~The ~~Item 12,~~Company’s ~~Security~~common ~~Ownership~~stock ofis ~~Certain~~listed ~~Beneficial~~on ~~Owners~~the ~~and~~Nasdaq ~~Management~~Global ~~and~~Select ~~Related~~Market ~~Stockholder~~under ~~Matters,~~the oftrading ~~this~~symbol ~~Annual~~“RUTH.” ~~Report~~As onof ~~Form~~February ~~10-K~~17, ~~for~~2023, ~~information~~there ~~regarding~~were ~~securities~~87 ~~authorized~~holders ~~for~~of ~~issuance~~record ~~under~~of ~~the~~its ~~Company’s~~common ~~equity compensation plans~~stock.

20Common Stock Repurchase Program

~~Performance~~In ~~Graph~~July 2022, our Board of Directors approved a new share repurchase program authorizing us to repurchase up to $60 million of outstanding common stock from time to time in the open market, through negotiated transactions or otherwise (including, without limitation, the use of Rule 10b5-1 plans), depending on share price, market conditions and other factors. The new share repurchase program replaced, as of August 9, 2022, the Company's previous share repurchase program announced in October 2019. The previous share repurchase program had permitted the repurchase of up to $60 million of outstanding common stock, of which approximately $15.4 million was unused. The Company conducts any open market share repurchase activities in compliance with the safe harbor provisions of Rule 10b-18 of the Exchange Act. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of its shares. The program has no termination date. As of December 25, 2022, $40.0 million remained available for further purchases under the new program. The Company’s ability to make future stock purchases under the program is currently limited by our credit agreement. The Company’s amended and restated credit agreement currently does not limit dividends and share repurchases if the Company’s Consolidated Leverage Ratio is less than 2.50:1.00 and holds a minimum liquidity of $25.0 million. As of December 25, 2022 our Consolidated Leverage Ratio was less than 2.50:1.00.

~~The following table and graph show the cumulative total stockholder return on the Company’s Common~~ Stock ~~with~~repurchase ~~the~~activity ~~S&P~~during ~~500 Stock Index,~~ the ~~S&P~~fourth ~~Small~~fiscal ~~Cap~~quarter ~~600~~ended ~~Index and the Dow Jones U.S. Restaurants & Bars Index, in each case assuming an initial investment of $100 on~~ December 25, ~~2016~~2022 ~~and~~was ~~full~~as ~~dividend reinvestment.~~follows:

CUMULATIVE TOTAL RETURN

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program		Maximum Dollar Value that May Yet be Purchased under the Program – Amounts in thousands
September 26, 2022 to October 30, 2022		282,516	$	16.50		282,516	$	49,982
October 31, 2022 to November 27, 2022		-		-		-	$	-
November 28, 2022 to December 25, 2022		622,241	$	16.08		622,241	$	39,979
Totals for the fiscal quarter		904,757	$	16.21		904,757	$	39,979

~~Assuming~~Unregistered anRecent ~~investment~~Sales of ~~$100~~Securities ~~and reinvestment of dividends~~

	12/25/2016		12/31/2017		12/30/2018		12/29/2019		12/27/2020		12/26/2021
Ruth's Hospitality Group, Inc.	$	100	$	121	$	127	$	125	$	101	$	119
S&P 500	$	100	$	122	$	116	$	153	$	181	$	233
S&P Smallcap 600	$	100	$	113	$	104	$	127	$	142	$	180
Dow Jones US Restaurants & Bars	$	100	$	124	$	135	$	167	$	198	$	242

None.

~~All~~Dividends ~~amounts rounded to the nearest dollar.~~

~~**********~~See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation, of this Annual Report on Form 10-K for information regarding dividends.

~~The stock performance graph should not be deemed filed or incorporated by reference into any other filing made by us under the~~ Securities ~~Act~~Authorized offor ~~1933,~~Issuance asUnder ~~amended,~~Equity orCompensation ~~the~~Plans ~~Exchange Act, except to the extent that we specifically incorporate the stock performance graph by reference in another filing.~~

21 20

~~Item~~ Table 6.of ~~[RESERVED]~~Contents

22See Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, of this Annual Report on Form 10-K for information regarding securities authorized for issuance under the Company’s equity compensation plans.

~~Item~~Performance ~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Graph

~~This~~The ~~discussion~~following table and ~~analysis~~graph ~~should~~show bethe ~~read~~cumulative intotal ~~conjunction~~stockholder ~~with~~return ~~our~~on ~~consolidated~~the ~~financial~~Company’s ~~statements~~Common ~~and~~Stock ~~related~~along with ~~notes to~~ the ~~consolidated~~S&P ~~financial~~500 ~~statements.~~Stock WeIndex, ~~report~~the ~~our~~S&P ~~financial~~Small ~~results~~Cap on600 aIndex ~~52/53-week~~and ~~fiscal~~the ~~year,~~Dow ~~which~~Jones ~~ends~~U.S. onRestaurants & ~~the~~Bars ~~last~~Index, ~~Sunday~~ in ~~December.~~each ~~Fiscal~~case ~~years~~assuming ~~2021,~~an ~~2020~~initial ~~and~~investment ~~2019~~of ~~all~~$100 ~~had~~on 52December ~~weeks~~31, of2017 and ~~operations.~~full dividend reinvestment.

~~Overview~~CUMULATIVE TOTAL RETURN

~~Ruth’s~~Assuming ~~Hospitality~~an ~~Group,~~investment ~~Inc.~~of ~~develops~~$100 and ~~operates~~reinvestment ~~fine dining restaurants under the trade name Ruth’s Chris Steak House. As~~ of ~~December~~dividends 26, 2021, there were 150 Ruth’s Chris Steak House restaurants, including 73 Company-owned restaurants, three restaurants operating under contractual agreements and 74 franchisee-owned restaurants, including 23 international franchisee-owned restaurants.

On July 29, 2019, we completed the acquisition of substantially all the assets of three franchisee-owned Ruth’s Chris Steak House restaurants for a cash purchase price of $18.6 million. The results of operations, financial position and cash flows of the MBR Franchise Acquisition are included in our consolidated financial statements as of the date of the acquisition. For additional information, see Note 3 of the consolidated financial statements.

	12/31/2017		12/30/2018		12/29/2019		12/27/2020		12/26/2021		12/25/2022
Ruth's Hospitality Group, Inc.	$	100	$	105	$	104	$	83	$	98	$	77
S&P 500	$	100	$	96	$	126	$	149	$	192	$	157
S&P Smallcap 600	$	100	$	92	$	112	$	125	$	159	$	133
Dow Jones US Restaurants & Bars	$	100	$	109	$	135	$	159	$	195	$	180

All ~~Company-owned~~amounts ~~Ruth’s~~rounded Chris Steak House restaurants are located in the United States. The franchisee-owned Ruth’s Chris Steak House restaurants include 23 international franchisee-owned restaurants in Aruba, Canada, China, Hong Kong, Indonesia, Japan, Mexico, Philippines, Singapore and Taiwan. In 2019, the Company opened two new Ruth’s Chris Steak House restaurants – one in Columbus, OH in October and one in Somerville, MA in November. A franchisee opened a new restaurant in 2019 in Chongqing, China. In 2020, the Company relocated one of its Ruth’s Chris Steak House restaurants in Washington, D.C. due to the ~~expiration~~nearest ~~of a lease~~dollar. Franchisees did not open any new restaurants in 2020. During fiscal year 2020 nine Company-owned Ruth’s Chris Steak House restaurants were permanently closed and one franchisee-owned Ruth’s Chris Steak House restaurant was permanently closed. In 2021, the Company opened two new Ruth’s Chris Steak House restaurants – one in Short Hills, NJ in September and one in Lake Grove, NY in December. The Company-owned Ruth’s Chris Steak House restaurant in Bellevue, WA closed in April 2021, and the Bethesda, MD and Mauna Lani, HI locations closed in December 2021. Franchisees opened two new Ruth’s Chris Steak Houses in fiscal year 2021 – one in Manila, Philippines in September and one in Changsha, China in November.

The Ruth’s Chris menu features a broad selection of high-quality USDA Prime and Choice grade steaks and other premium offerings served in Ruth’s Chris’ signature fashion—“sizzling” and topped with butter—complemented by other traditional menu items inspired by our New Orleans heritage. The Ruth’s Chris restaurants reflect the 56-year commitment to the core values instilled by our founder, Ruth Fertel, of caring for our guests by delivering the highest quality food, beverages and service in a warm and inviting atmosphere.**********

~~Our~~The ~~Ruth’s~~stock ~~Chris~~performance ~~restaurants~~graph ~~cater~~should tonot ~~special~~be ~~occasion~~deemed ~~diners~~filed ~~and~~or ~~frequent~~incorporated ~~customers,~~by inreference ~~addition~~into toany ~~the~~other ~~business~~filing ~~clientele~~made ~~traditionally served~~ by ~~upscale steakhouses, by providing a dining experience designed to appeal to a wide range of guests. We believe our focus on creating this broad appeal provides~~ us ~~with~~under ~~opportunities~~the toSecurities ~~expand~~Act ~~into a wide range~~ of ~~markets~~1933, ~~including~~as ~~many markets not traditionally served by upscale steakhouses. We offer USDA Prime and other high-quality steaks that are aged and prepared to exact company standards and cooked in 1~~amended,~~800-degree~~ ~~broilers.~~or Wethe ~~also~~Exchange ~~offer veal~~Act, ~~lamb,~~except ~~poultry~~to ~~and~~the ~~seafood~~extent ~~dishes~~that ~~and~~we aspecifically ~~broad~~incorporate ~~selection of appetizers. We complement our distinctive food offerings with an award-winning wine list. During~~ the ~~fiscal~~stock ~~year~~performance ~~2021,~~graph ~~the~~by ~~average~~reference ~~check~~in ~~was~~another ~~$89 per person at Company-owned Ruth’s Chris Restaurants~~filing.

~~Recap of Fiscal Year 2021 and Fiscal Year 2020 Operating Results~~ 21

~~Operating~~ Table income (loss) for fiscal year 2021 increased from fiscal year 2020 by $78.3 million to $49.7 million. Operating income for fiscal year 2021 was impacted favorably by a $141.3 million increase in restaurant sales, a reduction in loss on impairment of $14.7 million and increases in franchise income and other operating income, which were partially offset by increased food and beverage costs, restaurant operating expenses and marketing and advertising. Increased restaurant sales were attributable to the reduction of COVID-19 pandemic effects on Company-owned restaurant sales. After-tax net income from continuing operations during fiscal year 2021 increased from fiscal year 2020 by $67.6 million to $42.3 million. Contents

~~Operating income (loss) for fiscal year 2020 decreased from fiscal year 2019 by $81.0 million to a loss of $28.5 million. Operating loss for fiscal year 2020 was impacted unfavorably by a $180.~~Item 6 ~~million decrease in restaurant sales, a loss on impairment of $16~~.5 million and decreases in franchise income and other operating income, which were partially offset by decreased food and beverage costs, restaurant operating expenses, marketing and advertising, and general and administrative expenses. Lower restaurant sales were attributable to the COVID-19 pandemic effect on Company-owned restaurant sales. After-tax net income (loss) from continuing operations during fiscal year 2020 decreased from fiscal year 2019 by $67.5 million to a loss of $25.3 million. [RESERVED]

~~For further information on the impact of COVID-19 and actions taken by the Company in response to the pandemic, see Note 1 of the consolidated financial statements.~~ 22

23 Table of Contents

~~Key~~Item 7. MANAGEMENT’S ~~Financial~~DISCUSSION ~~Terms~~AND ~~and~~ANALYSIS ~~Metrics~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes to the consolidated financial statements. We ~~evaluate~~report our ~~business~~financial ~~using~~results on a ~~variety~~52/53-week offiscal ~~key~~year, ~~financial~~which ~~measures:~~ends on the last Sunday in December. Fiscal years 2022, 2021 and 2020 all had 52 weeks of operations.

~~Restaurant~~Overview Sales. Restaurant sales consist of food and beverage sales by Company-owned restaurants. Restaurant sales are primarily influenced by total operating weeks in the relevant period and comparable restaurant sales growth. Total operating weeks is the total number of Company-owned restaurants multiplied by the number of weeks each is in operation during the relevant period. Total operating weeks are impacted by restaurant openings and closings, as well as changes in the number of weeks included in the relevant period. Comparable restaurant sales growth reflects the change in year-over-year or quarter-over-quarter, as applicable, sales for the comparable restaurant base. We define the comparable restaurant base to be those Company-owned restaurants in operation for not less than eighteen months prior to the beginning of the fiscal year including the period being measured. Comparable restaurant sales growth is primarily influenced by customer traffic, which is measured by the number of entrées sold, and the average guest check. Customer traffic is influenced by the popularity of our menu items, our guest mix, our ability to deliver a high-quality dining experience and overall economic conditions. Average guest check, a measure of total restaurant sales divided by the number of entrées, is driven by menu mix and pricing.

~~Franchise~~Ruth’s ~~Income.~~Hospitality ~~Franchise~~Group, ~~income~~Inc. ~~includes~~develops ~~(1) franchise~~ and ~~development~~operates ~~fees~~fine ~~charged~~dining torestaurants ~~franchisees,~~under ~~(2) sales-based~~the ~~royalty~~trade ~~income~~name ~~and~~Ruth’s ~~(3)~~Chris ~~sales-based~~Steak ~~advertising fees~~House. ~~Franchise~~As ~~royalties consist~~ of ~~5.0%~~December of25, ~~adjusted gross sales from each franchisee-owned restaurant. In addition~~2022, ~~our~~there ~~more~~were ~~recent~~154 Ruth’s ~~franchise~~Chris ~~agreements~~Steak ~~require~~House ~~an advertising fee of up to 1.0% of gross sales to be paid by the franchisee. Under our prior franchise agreements~~restaurants, ~~the~~including 77 Company ~~would pay 1.0% out of the 5.0% royalty toward national advertising. We evaluate the performance of our franchisees by measuring franchisee~~-owned ~~restaurant operating weeks~~restaurants, ~~which~~three isrestaurants ~~impacted~~operating byunder ~~franchisee-owned~~contractual ~~restaurant~~agreements ~~openings~~ and ~~closings, and comparable~~ 74 franchisee-owned ~~restaurant sales growth~~restaurants, ~~which~~including ~~together~~23 ~~with~~international ~~operating~~franchisee-owned ~~weeks, drives royalty income~~restaurants.

~~Other~~All ~~Operating~~Company-owned ~~Income~~Ruth’s Chris Steak House restaurants are located in the United States. ~~Other~~The ~~operating~~franchisee-owned ~~income~~Ruth’s ~~consists~~Chris ~~primarily~~Steak House restaurants include 23 international franchisee-owned restaurants in Aruba, Canada, China, Hong Kong, Indonesia, Japan, Mexico, Philippines, Singapore and Taiwan. In fiscal year 2020, the Company relocated one of ~~breakage~~its ~~income~~Ruth’s ~~associated~~Chris ~~with~~Steak ~~gift~~House ~~cards~~restaurants in Washington, D.C. Franchisees did not open any new restaurants in 2020. During fiscal year 2020 nine Company-owned Ruth’s Chris Steak House restaurants were permanently closed and ~~includes~~one ~~fees~~franchisee-owned ~~earned~~Ruth’s ~~from~~Chris ~~management~~Steak ~~agreements~~House restaurant was permanently closed. In fiscal year 2021, ~~banquet~~the Company opened two new Ruth’s Chris Steak House restaurants – one in Short Hills, NJ in September and one in Lake Grove, NY in December. The Company-~~related~~owned ~~guarantee~~Ruth’s Chris Steak House restaurant in Bellevue, WA closed in April 2021, and ~~services~~the ~~revenue~~Bethesda, MD and ~~other~~Mauna ~~incidental~~Lani, ~~guest~~HI ~~fees~~locations closed in December 2021. Franchisees opened two new Ruth’s Chris Steak Houses in fiscal year 2021 – one in Manila, Philippines in September and one in Changsha, China in November. In fiscal year 2022, four Company-owned restaurants were opened in Aventura, FL, Worchester, MA, Long Beach, CA and Melville, NY. In fiscal year 2022, one Company-owned restaurant was relocated in October 2022 in Winter Park, FL. In fiscal year 2022, one franchisee-owned restaurant was relocated within Wilmington, N.C.

~~Food~~The ~~and~~Ruth’s ~~Beverage~~Chris ~~Costs.~~menu ~~Food~~features ~~and~~a ~~beverage~~broad ~~costs~~selection ~~include~~of ~~all restaurant~~high-~~level~~quality ~~food~~USDA Prime and ~~beverage~~Choice ~~costs~~grade ofsteaks ~~Company-owned~~and ~~restaurants.~~other Wepremium ~~measure~~offerings ~~food~~served in Ruth’s Chris’ signature fashion—“sizzling” and ~~beverage~~topped ~~costs~~with butter—complemented by ~~tracking~~other ~~cost~~traditional ofmenu ~~sales~~items asinspired aby ~~percentage~~our ofNew ~~restaurant~~Orleans ~~sales~~heritage. ~~and~~The ~~cost~~Ruth’s ~~per~~Chris ~~entrée.~~restaurants ~~Food~~reflect ~~and~~the ~~beverage~~57-year ~~costs~~commitment ~~are~~to ~~generally~~the ~~influenced~~core values instilled by ~~the~~our ~~cost~~founder, Ruth Fertel, of caring for our guests by delivering the highest quality food, beverages and ~~beverage~~service ~~items,~~in ~~distribution~~a ~~costs~~warm and ~~menu~~inviting ~~mix~~atmosphere.

~~Restaurant~~Our ~~Operating~~Ruth’s ~~Expenses~~Chris restaurants cater to special occasion diners and frequent customers, in addition to the business clientele traditionally served by upscale steakhouses, by providing a dining experience designed to appeal to a wide range of guests. We ~~measure~~believe ~~restaurant~~our ~~operating~~focus ~~expenses~~on ~~for~~creating ~~Company~~this broad appeal provides us with opportunities to expand into a wide range of markets, including many markets not traditionally served by upscale steakhouses. We offer USDA Prime and other high-~~owned~~quality ~~restaurants~~steaks asthat are aged and prepared to exact company standards and cooked in 1,800-degree broilers. We also offer veal, lamb, poultry and seafood dishes and a ~~percentage~~broad selection of ~~restaurant~~appetizers. ~~sales~~We complement our distinctive food offerings with an award-winning wine list. ~~Restaurant~~During ~~operating~~the ~~expenses~~fiscal ~~include~~year 2022, the ~~following:~~blended guest check average was $97 per person at Company-owned Ruth’s Chris Restaurants.

•Recap ~~Labor costs, consisting~~ of ~~restaurant~~Fiscal ~~management~~Year ~~salaries,~~2022 ~~hourly staff payroll~~ and ~~other~~Fiscal ~~payroll-related~~Year 2021 ~~items,~~Operating ~~including taxes and fringe benefits. We measure our labor cost efficiency by tracking hourly and total labor costs as a percentage of restaurant sales;~~Results

•Operating income for fiscal year 2022 decreased from fiscal year 2021 by $2.7 million to $47.0 million. Operating ~~costs~~income for fiscal year 2022 was impacted favorably by a $73.4 million increase in restaurant sales, ~~consisting~~a $2.0 million increase in franchise income, a $1.3 million increase in other operating income, a reduction in a loss of ~~maintenance~~lease modification of $1.0 million and a reduction in a loss of impairment of $1.3 million, which ~~utilities~~were offset by a $6.0 million loss on legal settlement along with a combined $75.7 million increase in food and beverage costs, ~~bank~~restaurant operating expenses, marketing and ~~credit~~advertising, ~~card~~general ~~charges~~and administrative costs, depreciation and ~~any~~amortization ~~other~~expenses, and pre-opening costs. Increased restaurant sales were attributable to an increase in average check and increase in traffic counts. After-~~level~~tax ~~expenses;~~net income during fiscal year 2022 decreased from fiscal year 2021 by $3.7 million to $38.6 million primarily due to the factors described above and an increase in income tax expense of $2.9 million, partially offset by an $2.0 million decrease in interest expense.

•Operating ~~Occupancy~~income for ~~costs~~fiscal year 2021 increased from fiscal year 2020 by $78.3 million to $49.7 million. Operating income for fiscal year 2021 was impacted favorably by a $141.3 million increase in restaurant sales, ~~consisting~~a reduction in loss on impairment of ~~both~~$14.7 ~~fixed~~million and ~~variable~~increases ~~portions~~in offranchise ~~rent~~income and other operating income, ~~common~~which ~~area~~were ~~maintenance~~partially ~~charges~~offset by increased food and beverage costs, ~~insurance~~restaurant ~~premiums~~operating expenses and ~~real~~marketing ~~property~~and ~~taxes~~advertising. Increased restaurant sales were attributable to the reduction of COVID-19 pandemic effects on Company-owned restaurant sales. After-tax net income from continuing operations during fiscal year 2021 increased from fiscal year 2020 by $67.6 million to $42.3 million.

Marketing and Advertising. Marketing and advertising includes all media, production and related costs for both local restaurant advertising and national marketing. We measure the efficiency of our marketing and advertising expenditures by tracking these costs as a percentage of total revenues. We have historically spent approximately 2.5% to 4.0% of total revenues on marketing and advertising. It is anticipated that spending in this area will increase throughout fiscal year 2022 as the economy improves. 23

~~General~~ Table and Administrative. General and administrative costs include costs relating to all corporate and administrative functions that support development and restaurant operations and provide an infrastructure to support future Company and franchisee growth. General and administrative costs are comprised of management, supervisory and staff salaries and employee benefits, travel, performance-based compensation, stock compensation, information systems, training, corporate rent, professional and consulting fees, technology and market research. We measure our general and administrative expense efficiency by tracking these costs as a percentage of total revenues. Contents

~~Depreciation~~Key ~~and~~Financial ~~Amortization.~~Terms ~~Depreciation~~ and ~~amortization~~Metrics includes depreciation of fixed assets and certain definite life intangible assets. We depreciate capitalized leasehold improvements over the shorter of the total expected lease term or their estimated useful life.

24We evaluate our business using a variety of key financial measures:

~~Pre~~Restaurant Sales. Restaurant sales consist of food and beverage sales by Company-~~Opening~~owned ~~Costs~~restaurants. ~~Pre~~Restaurant sales are primarily influenced by total operating weeks in the relevant period and comparable restaurant sales growth. Total operating weeks is the total number of Company-~~opening~~owned ~~costs~~restaurants ~~consist~~multiplied by the number of ~~costs~~weeks ~~incurred~~each ~~prior~~is in operation during the relevant period. Total operating weeks are impacted by restaurant openings and closings, as well as changes in the number of weeks included in the relevant period. Comparable restaurant sales growth reflects the change in year-over-year or quarter-over-quarter, as applicable, sales for the comparable restaurant base. We define the comparable restaurant base to ~~opening~~be athose Company-owned restaurants in operation for not less than eighteen months prior to the beginning of the fiscal year including the period being measured. Comparable restaurant sales growth is primarily influenced by customer traffic, which ~~are~~is ~~comprised~~measured ~~principally~~by the number of ~~manager~~entrées ~~salaries~~sold, and ~~relocation~~the ~~costs,~~average ~~employee~~guest ~~payroll~~check. ~~and~~Customer ~~related~~traffic ~~training~~is ~~costs~~influenced ~~for~~by ~~new~~the ~~employees~~popularity of our menu items, ~~including~~our ~~practice~~guest mix, our ability to deliver a high-quality dining experience and ~~rehearsal~~overall economic conditions. Average guest check, a measure of ~~service~~total ~~activities~~restaurant assales ~~well~~divided asby ~~lease~~the ~~costs~~number ~~incurred~~of ~~prior~~entrées, tois ~~opening.~~driven by menu mix and pricing.

~~Gain~~Franchise Income. Franchise income includes (~~Loss~~1) franchise onand ~~Lease~~development ~~Modifications. Gain~~fees charged to franchisees, (~~Loss~~2) sales-based onroyalty ~~lease~~income ~~modifications~~and (3) sales-based advertising fees. Franchise royalties consist of ~~gains~~5.0% ~~and~~of ~~losses~~adjusted ~~related~~gross tosales ~~changes~~from ineach ~~the~~franchisee-owned ~~scope~~restaurant. In addition, our more recent franchise agreements require an advertising fee of aup ~~lease~~to or1.0% ~~the~~of ~~consideration~~gross ~~for~~sales ato ~~lease~~be ~~that~~paid ~~was~~by ~~not~~the ~~included~~franchisee. inUnder our prior franchise agreements, the ~~original~~Company ~~terms~~would pay 1.0% out of the ~~lease~~5. ~~Costs~~0% ~~incurred~~royalty ~~related~~toward tonational advertising. We evaluate the ~~exit~~performance of aour ~~signed~~franchisees ~~lease~~by ~~are~~measuring ~~also~~franchisee-owned ~~included~~restaurant operating weeks, which is impacted by franchisee-owned restaurant openings and closings, and comparable franchisee-owned restaurant sales growth, which together with operating weeks, drives royalty income.

~~Loss~~Other onOperating ~~Impairments~~Income. ~~Loss~~ onOther ~~impairments~~operating ~~consist~~income ofconsists ~~charges~~primarily ~~recognized by which the carrying amount~~ of anbreakage ~~asset~~income ~~exceeds~~associated ~~its~~with ~~fair~~gift ~~value~~cards, ~~(net~~and ~~realizable~~includes ~~value~~fees ~~for~~earned ~~inventory). Impairment~~from ~~charges~~management ~~were~~agreements, ~~taken~~banquet-related onguarantee ~~fixed~~and ~~assets,~~services ~~inventory,~~revenue ~~liquor licenses~~ and ~~operating~~other ~~lease~~incidental ~~right-of-use~~guest ~~assets~~fees.

~~Results~~Food and Beverage Costs. Food and beverage costs include all restaurant-level food and beverage costs of ~~Operations~~Company-owned restaurants. We measure food and beverage costs by tracking cost of sales as a percentage of restaurant sales and cost per entrée. Food and beverage costs are generally influenced by the cost of food and beverage items, distribution costs and menu mix.

~~The~~Restaurant ~~table~~Operating ~~below~~Expenses. ~~sets~~We ~~forth~~measure ~~certain~~restaurant operating ~~data~~expenses ~~expressed~~for asCompany-owned arestaurants ~~percentage of total revenues, unless otherwise marked~~ as a percentage of restaurant sales~~, for the periods indicated~~. ~~Please~~Restaurant ~~refer to the Consolidated Statement of Operations for additional information regarding the Company’s results of operations. Our historical results are not necessarily indicative of the~~ operating ~~results~~expenses ~~that~~include ~~may be expected in~~ the ~~future.~~ following:

	Fiscal Year
	2021			2020			2019
Revenues:
Restaurant sales		93.7	%		93.9	%		94.3	%
Franchise income		4.3	%		4.2	%		3.8	%
Other operating income		2.0	%		1.9	%		1.9	%
Total revenues		100.0	%		100.0	%		100.0	%
Costs and expenses:
Food and beverage costs (percentage of restaurant sales)		32.0	%		29.1	%		28.9	%
Restaurant operating expenses (percentage of restaurant sales)		44.7	%		57.7	%		48.6	%
Marketing and advertising		3.1	%		2.5	%		3.3	%
General and administrative costs		7.6	%		12.0	%		7.4	%
Depreciation and amortization expenses		4.8	%		7.9	%		4.6	%
Pre-opening costs		0.4	%		0.6	%		0.4	%
Loss (gain) on lease modifications		0.2	%		(0.1	%)		—
Loss on impairment		0.4	%		6.0	%		—
Total costs and expenses		88.4	%		110.3	%		88.8	%
Operating income (loss)		11.6	%		(10.3	%)		11.2	%
Other income (expense):
Interest expense, net		(0.8	%)		(1.7	%)		(0.5	%)
Other		0.0	%		0.0	%		0.0	%
Income (loss) from continuing operations before income tax expense		10.8	%		(12.0	%)		10.7	%
Income tax expense (benefit)		0.9	%		(2.9	%)		1.7	%
Net income		9.9	%		(9.1	%)		9.0	%

•	Labor costs, consisting of restaurant management salaries, hourly staff payroll and other payroll-related items, including taxes and fringe benefits. We measure our labor cost efficiency by tracking hourly and total labor costs as a percentage of restaurant sales;

~~Fiscal~~• ~~Year~~Operating ~~2021~~costs, ~~Compared~~consisting toof ~~Fiscal~~maintenance, ~~Year~~utilities, ~~2020~~bank and credit card charges, and any other restaurant-level expenses; and

~~Restaurant~~• ~~Sales.~~Occupancy ~~Restaurant sales increased $141.3 million~~costs, orconsisting ~~54.2%,~~of toboth ~~$402.0~~fixed ~~million~~and ~~during~~variable ~~fiscal~~portions ~~year~~of ~~2021 from fiscal year 2020. Comparable Company-owned restaurant sales increased 58.6%~~rent, ~~which~~common ~~consisted~~area ofmaintenance ~~an average check increase of 13.1%~~charges, ~~and~~insurance apremiums ~~40.2% increase in traffic counts as local restrictions~~ and ~~market~~real ~~conditions~~property ~~improved relating to the COVID-19 pandemic during fiscal year 2021~~taxes.

25Marketing and Advertising. Marketing and advertising includes all media, production, consumer insight and related costs for both local restaurant advertising and national marketing. We measure the efficiency of our marketing and advertising expenditures by tracking these costs as a percentage of total revenues. We have historically spent approximately 2.5% to 4.0% of total revenues on marketing and advertising.

~~Franchise~~General ~~Income~~and Administrative. ~~Franchise~~General ~~income~~and ~~increased~~administrative ~~$6.8~~costs ~~million,~~include orcosts ~~57.9%,~~relating to ~~$18.5~~all ~~million~~corporate ~~during~~and ~~fiscal~~administrative ~~year~~functions ~~2021~~that ~~from~~support ~~fiscal~~development ~~year~~and ~~2020. The~~restaurant ~~increase~~operations isand ~~primarily~~provide ~~attributable~~an infrastructure to ansupport ~~increase~~future inCompany ~~sales~~and franchisee growth. General and administrative costs are comprised of management, supervisory and staff salaries and employee benefits, travel, performance-based ~~royalty~~compensation, ~~income~~stock ~~from~~compensation, ainformation ~~sales~~systems, ~~increase~~training, ascorporate ~~local~~rent, ~~restrictions~~professional and consulting fees, technology and market ~~conditions~~research. ~~improved~~We ~~relating~~measure toour ~~the~~general ~~COVID-19~~and ~~pandemic~~administrative ~~during~~expense ~~fiscal~~efficiency ~~year~~by ~~2021.~~tracking these costs as a percentage of total revenues.

~~Other~~Depreciation ~~Operating~~and ~~Income~~Amortization. ~~Other~~Depreciation ~~operating~~and ~~income~~amortization ~~increased $3.3 million, or 63.4%, to $8.6 million during fiscal year 2021 from fiscal year 2020. Other operating income~~ includes ~~our~~depreciation ~~share~~ of ~~income~~fixed ~~from~~assets ~~managed~~and ~~restaurants,~~certain ~~gift~~definite ~~card~~life ~~breakage~~intangible ~~revenue and miscellaneous restaurant income~~assets. ~~The~~We ~~change~~depreciate incapitalized ~~other~~leasehold ~~operating~~improvements ~~income~~over ~~was~~the ~~primarily~~shorter ~~due to an increase~~ of ~~$1.5~~the ~~million~~total inexpected ~~income~~lease ~~from~~term ~~restaurants~~or ~~operating~~their ~~under~~estimated ~~contractual~~useful ~~agreements and $891 thousand in breakage revenue~~life.

Food and Beverage Costs. Food and beverage costs increased $52.6 million, or 69.4%, to $128.5 million during fiscal year 2021 from fiscal year 2020. Food and beverage costs, as a percentage of restaurant sales, increased 29 basis points to 32.0% compared to fiscal year 2020 largely due to an increase of 36.5% in total beef costs. 24

~~Restaurant~~ Table ~~Operating Expenses. Restaurant operating expenses increased $29.3 million, or 19.4%, to $179.7 million during fiscal year 2021 from fiscal year 2020. Restaurant operating expenses, as a percentage~~ of ~~restaurant sales, decreased 13.0% to 44.7% compared to fiscal year 2020 primarily due to labor efficiencies and the impact of fixed costs on higher restaurant sales in 2021.~~Contents

~~Marketing~~Pre-Opening ~~and Advertising~~Costs. ~~Marketing~~Pre-opening ~~and~~costs ~~advertising~~consist ~~expenses~~of ~~increased~~costs ~~$6.6~~incurred ~~million,~~prior ~~or 96.3%~~ to ~~$13.5~~opening ~~million~~a ~~during~~Company-owned ~~fiscal~~restaurant, ~~year~~which ~~2021~~are ~~from~~comprised ~~fiscal~~principally ~~year~~of ~~2020.~~manager ~~Marketing~~salaries and ~~advertising,~~relocation ~~as a percentage of total revenue~~costs, ~~increased~~employee 60payroll ~~basis points to 3.1% compared to fiscal year 2020. The increase in marketing~~ and ~~advertising~~related ~~expenses~~training ~~during~~costs ~~fiscal~~for ~~year~~new ~~2021~~employees, ~~was~~including ~~attributable~~practice ~~to $4.7 million related to digital~~ and ~~data~~rehearsal ~~transformation~~of ~~and~~service ~~increasing~~activities ~~expenses~~ as ~~the~~well ~~Company resumes its marketing programs that were suspended~~ as alease ~~result~~costs ofincurred ~~its~~prior ~~response~~ to ~~the COVID-19 pandemic~~opening.

~~General~~Loss ~~and~~(gain) on ~~Administrative~~Lease Modifications. ~~General~~Loss ~~and~~(gain) ~~administrative~~on ~~expenses~~lease ~~decreased~~modifications ~~$717~~consist ~~thousand~~of orgains ~~2.2%~~and tolosses ~~$32.5~~related ~~million~~to ~~during~~changes ~~fiscal~~in ~~year~~the ~~2021~~scope ~~from~~of ~~fiscal~~a ~~year~~lease ~~2020. The~~or ~~decrease~~the inconsideration ~~general~~for ~~and~~a ~~administrative~~lease ~~costs~~that was ~~primarily~~not ~~attributable~~included toin athe ~~reduction~~original interms ~~compensation~~of the lease. Costs incurred related ~~costs~~to inthe ~~fiscal~~exit ~~year~~of ~~2021.~~a signed lease are also included.

~~Depreciation~~Loss ~~and~~on ~~Amortization~~Legal ~~Expenses~~Settlement. ~~Depreciation~~Loss ~~and~~on ~~amortization~~legal ~~expenses~~settlement ~~decreased~~relates ~~$1.5 million~~ to ~~$20.5 million during fiscal year 2021, primarily due to reduced depreciation expenses from~~ the ~~permanent~~signing ~~closure~~ of ~~nine~~a ~~Ruth’s~~Memorandum ~~Chris~~of ~~Steak~~Understanding ~~House~~to ~~locations~~settle incertain ~~fiscal~~class ~~year~~action ~~2020~~litigations.

~~Pre-opening~~Loss ~~Costs.~~on ~~Pre-opening costs of $1~~Impairments.9 ~~million~~Loss ~~during~~on ~~fiscal~~impairments ~~year~~consist ~~2021~~of ~~were~~charges ~~primarily~~recognized ~~due~~by towhich the ~~planned~~carrying ~~openings~~amount of ~~two~~an ~~Ruth’s~~asset ~~Chris~~exceeds ~~Steak~~its ~~House~~fair ~~restaurants~~value in(net ~~Short~~realizable ~~Hills,~~value NJfor ~~and Lake Grove, NY totaling $1~~inventory).3 ~~million. The~~Impairment ~~remaining~~charges ~~$632~~were ~~thousand~~taken ~~of pre-opening expenses related to pre-opening rent expense~~ on ~~locations~~fixed ~~where~~assets, ~~the~~inventory, ~~Company~~liquor ~~took~~licenses ~~possession~~and ofoperating ~~the~~lease ~~property from the landlord. Pre~~right-~~opening costs~~ of ~~$1.6 million in fiscal year 2020 primarily related to pre~~-~~opening~~use ~~rent expense on locations where the Company took possession of the property from the landlord~~assets.

~~Losses~~Results (Gains) on Lease Modifications. Losses on lease modifications was $1.1 million in fiscal year 2021. The Company had $206 thousand in gains on lease modifications during fiscal year 2020. Gains and losses on lease modifications consist of gains and losses related to changes in the scope of a lease or the consideration for a lease that was not included in the original terms of the lease. Costs incurred related to the exit of a signed lease are also included. The losses on lease modifications during fiscal year 2021 were attributable to the termination of a lease in response to the COVID-19 pandemic. The gains on lease modifications during fiscal year 2020 were attributable to the changes of lease terms in response to the COVID-19 pandemic.Operations

~~Loss~~The ontable ~~Impairment.~~below ~~Loss~~sets onforth ~~impairment~~certain ~~decreased~~operating ~~$14.7~~data ~~million~~expressed oras ~~88.8%~~a topercentage ~~$1.9~~of ~~million~~total inrevenues, ~~fiscal~~unless ~~year~~otherwise ~~2021. Loss~~marked onas ~~impairments~~a ~~consist~~percentage of ~~charges~~restaurant ~~recognized~~sales, byfor ~~which~~ the ~~carrying~~periods ~~amount~~indicated. ofPlease anrefer ~~asset~~to ~~exceeds~~the ~~its~~Consolidated ~~fair~~Statement ~~value~~of ~~(net~~Operations ~~realizable~~for ~~value~~additional ~~for~~information ~~inventory). Impairment~~regarding ~~charges~~the ~~were~~Company’s ~~taken~~results onof ~~fixed~~operations. ~~assets,~~Our ~~inventory,~~historical ~~liquor~~results ~~licenses~~are ~~and~~not ~~lease~~necessarily ~~right-~~indicative of~~-use~~ ~~assets~~the ~~triggered~~operating byresults ~~the~~that ~~adverse~~may ~~economic~~be ~~impact~~expected ofin ~~COVID-19~~the future.

Interest Expense. Interest expense decreased $1.2 million or 25.7% to $3.5 million during fiscal year 2021 from fiscal year 2020. The decrease in expense was primarily due to lower average debt balances and average interest rates during fiscal year 2021 compared to fiscal year 2020.

	Fiscal Year Ended
	2022			2021			2020
Revenues:
Restaurant sales		94.0	%		93.7	%		93.9	%
Franchise income		4.1	%		4.3	%		4.2	%
Other operating income		2.0	%		2.0	%		1.9	%
Total revenues		100.0	%		100.0	%		100.0	%

Costs and expenses:
Food and beverage costs (percentage of restaurant sales)		31.8	%		32.0	%		29.1	%
Restaurant operating expenses (percentage of restaurant sales)		46.6	%		44.7	%		57.7	%
Marketing and advertising		3.4	%		3.1	%		2.5	%
General and administrative costs		7.3	%		7.6	%		12.0	%
Depreciation and amortization expenses		4.4	%		4.8	%		7.9	%
Pre-opening costs		0.6	%		0.4	%		0.6	%
Loss (gain) on lease modifications		0.0	%		0.2	%		(0.1	%)
Loss on legal settlement		1.2	%		—			—
Loss on impairment		0.1	%		0.4	%		6.0	%
Total costs and expenses		90.7	%		88.4	%		110.3	%
Operating income (loss)		9.3	%		11.6	%		(10.3	%)

Other income (expense):
Interest expense, net		(0.3	%)		(0.8	%)		(1.7	%)
Other		0.0	%		0.0	%		0.0	%
Income (loss) from continuing operations before income tax expense		9.0	%		10.8	%		(12.0	%)
Income tax expense (benefit)		1.4	%		0.9	%		(2.9	%)
Net income		7.6	%		9.9	%		(9.1	%)

~~Other~~Fiscal ~~Income.~~Year ~~During~~2022 ~~fiscal~~Compared ~~year~~to ~~2021~~Fiscal weYear ~~recognized $102 thousand of other income. During fiscal year 2020 we recognized $26 thousand of other expense.~~ 2021

~~Income~~Restaurant ~~Tax Expense (Benefit)~~Sales. ~~The~~Restaurant ~~effective~~sales ~~income~~increased ~~tax~~$73.4 ~~rates~~million, ~~for~~or ~~fiscal years 2021 and 2020 for continuing operations were 8~~18.82%, ~~and~~to 23$475.~~8%,~~4 ~~respectively.~~million ~~The~~during ~~effective~~fiscal ~~tax~~year ~~rate~~2022 ~~for~~from fiscal year 2021 driven ~~represents~~by ana ~~income tax expense of~~ $454.17 million, ~~whereas~~or 13.8% ~~the~~increase ~~effective~~in ~~tax~~Company-owned ~~rate~~comparable ~~for~~restaurant ~~fiscal~~sales ~~year~~with ~~2019~~the ~~represents~~balance ~~income~~from ~~tax~~non-comparable ~~benefit~~sales, ofprimarily ~~$7.9~~sales ~~million~~from six new restaurants. The ~~significant~~increase ~~change~~in ~~was~~Company-owned ~~driven~~comparable ~~primarily~~restaurant bysales ~~the~~in ~~Company’s~~fiscal ~~generation~~year of2022 ~~pre-tax~~primarily ~~income~~ from ~~continuing~~an ~~operations~~increase inof ~~fiscal~~8.3% ~~year~~in ~~2021~~average ~~partially~~check ~~offset~~combined bywith ~~the~~a ~~generation~~5.1% ofincrease ain ~~$40~~traffic.0

26 25

~~million~~ Table ~~federal tax NOL that the Company plans to carryback to tax years 2015 and 2016, compared with the generation~~ of ~~pre-tax losses in fiscal year 2020.~~ Contents

~~Net~~Franchise Income ~~(Loss)~~. ~~Net~~Franchise income ~~was~~increased $422.31 million, or 11.4%, to $20.6 million during fiscal year 2022 from fiscal year 2021. ~~compared~~The increase is primarily attributable to aan ~~$25.3~~increase ~~million~~in ~~net~~sales-based ~~loss~~royalty ~~during~~income ~~fiscal~~from ~~year~~increased sales ~~2020~~at ~~due~~franchisee-owned torestaurants ~~the~~during ~~factors~~fiscal ~~noted~~year ~~above~~2022.

~~Fiscal~~Other ~~Year~~Operating ~~2020~~Income. ~~Compared~~Other operating income increased $1.3 million, or 15.6%, to ~~Fiscal~~$9.9 ~~Year~~million ~~2019~~during fiscal year 2022 from fiscal year 2021. Other operating income includes our share of income from managed restaurants, gift card breakage revenue and miscellaneous restaurant income. The change in other operating income was primarily due to an increase of $1.0 million in breakage revenue.

~~Restaurant~~Food ~~Sales~~and Beverage Costs. ~~Restaurant~~Food ~~sales~~and ~~decreased~~beverage costs increased $~~180~~22.68 million, or 40 17.98%, to $~~260~~151.83 million during fiscal year ~~2020~~2022 from fiscal year ~~2019~~2021. ~~Comparable~~Food ~~Company-owned~~and ~~restaurant~~beverage ~~sales decreased 40.2%~~costs, ~~which~~as ~~consisted~~a percentage of anrestaurant ~~average~~sales, ~~check~~decreased 13 basis ~~decrease~~points ofto 631.48%, ~~and~~compared ato ~~36.1%~~fiscal ~~decrease~~year in2021 ~~traffic~~largely ~~counts~~due asto a decrease ~~result~~ of ~~the~~1.4% ~~COVID-19~~in ~~pandemic~~total beef costs.

~~Franchise~~Restaurant ~~Income~~Operating Expenses. ~~Franchise~~Restaurant ~~income~~operating ~~decreased~~expenses increased $641.1 7 million, or 3423.42%, to $11221.7 4 million during fiscal year ~~2020~~2022 from fiscal year ~~2019~~2021. ~~The~~ ~~decrease~~Restaurant isoperating ~~primarily~~expenses, ~~attributable~~as to a ~~decrease~~percentage inof restaurant sales~~-based~~, ~~royalty~~increased 187 ~~income~~basis ~~from~~points to a46.6% ~~sales~~compared ~~decrease~~to asfiscal year 2021 primarily due to a ~~result~~160 ofbasis ~~the~~point increase ~~COVID-19~~in ~~pandemic.~~labor costs.

~~Other~~Marketing ~~Operating~~and ~~Income~~Advertising. ~~Other~~Marketing ~~operating~~and ~~income~~advertising ~~decreased~~expenses increased $3.59 million, or 4028.39%, to $517.2 4 million during fiscal year ~~2020~~2022 from fiscal year ~~2019~~2021. ~~Other~~Marketing ~~operating~~and ~~income~~advertising, ~~includes~~as ~~our~~a ~~share~~percentage of ~~income~~total ~~from~~revenue, ~~managed~~increased ~~restaurants,~~30 basis ~~gift~~points ~~card~~to ~~breakage~~3.4% ~~revenue~~compared ~~and~~to ~~miscellaneous~~fiscal ~~restaurant~~year ~~income~~2021. The ~~change~~increase in ~~other~~marketing ~~operating~~and ~~income~~advertising expenses during fiscal year 2022 was primarily attributable ~~due~~to $1.3 million related to anational ~~decrease~~and oflocal advertising campaigns, $1.65 million inrelated ~~breakage~~to ~~revenue~~digital and ~~$555~~data ~~thousand~~transformation inand ~~income~~$853 ~~from~~thousand ~~restaurants~~related ~~operating~~to ~~under~~gift ~~contractual~~card ~~agreements~~expenses.

~~Food~~General and ~~Beverage Costs~~Administrative. ~~Food~~General and ~~beverage~~administrative ~~costs~~expenses ~~decreased~~ increased $514.8 5 million, or 40 14.60%, to $7537.8 1 million during fiscal year ~~2020~~2022 from fiscal year ~~2019~~2021. ~~Food~~The ~~and~~variance ~~beverage~~is ~~costs,~~due asto a$800 ~~percentage~~thousand ofin professional ~~restaurant~~fees ~~sales,~~and ~~increased~~the 17remaining ~~basis~~difference ~~points~~is toprimarily ~~29.1%~~related ~~compared~~ to ~~fiscal~~compensation ~~year 2019 largely due to an increase of 1~~expenses.~~6% in total beef costs.~~

~~Restaurant~~Depreciation ~~Operating~~and Amortization Expenses. ~~Restaurant~~Depreciation ~~operating~~and amortization expenses ~~decreased~~ increased $641.3 6 million, ~~or 29.9%,~~ to $~~150~~22.4 1 million during fiscal year ~~2020 from fiscal year 2019. Restaurant operating expenses~~2022, asprimarily adue ~~percentage of restaurant sales, increased 9.1%~~ to ~~57.7%~~depreciation ~~compared~~expense tofrom ~~fiscal~~capital ~~year~~expenditures ~~2019~~for ~~primarily~~new ~~due~~restaurants, totechnology, ~~the~~restaurant ~~impact~~remodel ofand ~~fixed~~capital ~~costs~~replacement ~~on lower restaurant sales in 2020~~projects.

~~Marketing~~Pre-opening ~~and Advertising~~Costs. ~~Marketing~~Pre-opening ~~and~~costs ~~advertising~~of ~~expenses decreased~~ $83.6 1 million, orduring ~~55.6%~~fiscal toyear ~~$6.9~~2022 ~~million~~were ~~during~~primarily ~~fiscal~~due ~~year~~to ~~2020~~the ~~from~~openings ~~fiscal~~of ~~year~~four ~~2019.~~new ~~Marketing~~restaurants and ~~advertising,~~the asrelocation ~~a percent~~ of ~~total~~our Winter ~~revenue~~Park, ~~decreased~~FL ~~80 basis points to 2~~restaurant.5% ~~compared~~Pre-opening tocosts ~~fiscal~~of ~~year 2019~~$1.9 million ~~The decrease~~ in ~~marketing and advertising expenses during~~ fiscal year ~~2020~~2021 were ~~was~~primarily ~~attributable~~related to openings ~~the~~of ~~Company~~two ~~reducing~~new ~~expenses in response to the COVID-19 pandemic~~restaurants.

~~General~~Losses ~~and~~(Gains) ~~Administrative.~~on ~~General~~Lease ~~and administrative expenses decreased $1~~Modifications.4 ~~million~~Losses oron ~~4.0%~~lease tomodifications was $~~33.2~~90 ~~million~~thousand in ~~during~~ fiscal year ~~2020 from fiscal year 2019~~2022. The ~~decrease~~Company inhad ~~general and administrative costs was attributable to a reduction of~~ $1.51 million in ~~compensation~~losses on ~~costs~~lease ~~and~~modifications aduring $1fiscal year 2021.2 ~~million~~The ~~reduction~~losses in ~~travel~~both ~~related~~2022 ~~expenses~~and ~~partially~~2021 ~~offset~~were bydue anto ~~increase~~terminating inleases ~~professional~~associated ~~fees~~with ofclosed $1restaurants.~~3 million.~~

~~Depreciation~~Loss ~~and~~on ~~Amortization~~Legal ~~Expenses~~Settlement. During ~~Depreciation~~the ~~and~~fiscal ~~amortization~~year ~~expense~~ended ~~increased~~2022, ~~$610~~the ~~thousand~~Company torecorded a $226.0 million ~~during~~loss ~~fiscal~~on ~~year~~settlement. ~~2020,~~This ~~primarily~~expense ~~due~~relates to ~~property~~the ~~additions~~signing ~~related~~of a Memorandum of Understanding to ~~new~~settle ~~restaurants~~class ~~and~~action ~~remodel~~litigations. ~~projects~~Further ~~placed~~information can be found in ~~service~~Note ~~within~~10 in the ~~last~~consolidated ~~twelve~~financial ~~months~~statements.

Pre-opening Costs. Pre-opening costs remained relatively unchanged at $1.6 million in fiscal year 2020 compared to $1.8 million in fiscal year 2019 and primarily relate to pre-opening rent expense on locations that the Company has taken possession of the property from the landlord. 26

~~Gain~~ Table on Lease Modifications. Gain on lease modifications was $206 thousand in fiscal year 2020. The Company did not have any gains on lease modifications during fiscal year 2019. Gain on lease modifications consist of gains and losses related to changes in the scope of a lease or the consideration for a lease that was not included in the original terms of the lease. Costs incurred related to the exit of a signed lease are also included. The gain on lease modifications during fiscal year 2020 was attributable to the changes of lease terms in response to the COVID-19 pandemic.Contents

Loss on Impairment. Loss on impairment was $~~16.5 million~~ 574 thousand in fiscal year ~~2020. The~~2022 ~~Company~~and ~~did~~$1.9 ~~not~~million ~~have~~in ~~any loss on impairment expense during~~ fiscal year ~~2019~~in 2021. Loss on impairments consist of charges recognized by which the carrying amount of an asset exceeds its fair value (net realizable value for inventory). ~~Impairment~~ In fiscal year 2022, impairment charges were taken on fixed assets and the lease right-of-use asset for one location with a lease expiring in 2023. In fiscal year 2021, impairment charges were taken on fixed assets, inventory, liquor licenses and lease right-of-use assets triggered by the adverse economic impact of COVID-19.

Interest Expense. Interest expense ~~increased~~decreased $2.5 0 million or 56.7% to $41.75 million during fiscal year ~~2020~~2022 from fiscal year ~~2019~~2021. The ~~increase~~decrease in expense was primarily due to ~~higher~~lower average debt balances partially offset by an increase in average interest rates during fiscal year ~~2020~~2022 compared to fiscal year ~~2019~~2021.

27Other Income (Expense). During fiscal year 2022 we recognized $178 thousand of other income. During fiscal year 2021 we recognized $102 thousand of other income.

~~Other~~ Income Tax Expense (Benefit). ~~During~~The effective income tax rates for fiscal years 2022 and 2021 for continuing operations were 15.4% and 8.8%, respectively. The fiscal year ~~2020~~2021 wecontinuing ~~recognized~~operations ~~$26~~effective ~~thousand~~income tax rate is significantly lower than that of ~~other~~fiscal year 2022 as a result of the Company recognizing a discrete income tax benefit of $4. ~~During~~6 million in fiscal year ~~2019~~2021 werelated ~~recognized~~to ~~$115~~the ~~thousand~~carryback of ~~other~~its ~~expense~~tax year 2020 federal net operating loss (NOL) to tax years 2015 and 2016.

~~Income~~Net ~~Tax Expense (Benefit)~~Income. ~~The~~Net ~~effective~~ income ~~tax~~was ~~rates for fiscal years 2020 and 2019 for continuing operations were 23.8% and 16.2%, respectively. The effective tax rate for fiscal year 2020 represents an income tax benefit of~~ $738.9 6 million, ~~whereas~~during ~~the effective tax rate for~~ fiscal year ~~2019~~2022 ~~represents~~compared to net income ~~tax expense~~ of $842.23 during ~~million. The significant change was driven primarily by the Company’s generation of a pre-tax loss from continuing operations in~~ fiscal year 2021 ~~2020,~~due ~~compared~~to ~~with~~ the ~~generation~~factors ofnoted ~~pre-tax income in fiscal year 2019~~above.

~~Net~~Fiscal ~~Income~~Year 2021 ~~(Loss).~~Compared ~~Net loss was $25.3 million during fiscal year 2020 compared~~ to ~~$42.2~~Fiscal ~~million~~Year ~~net income during fiscal year 2019 due to the factors noted above.~~2020

~~Segment~~Restaurant ~~Profitability~~Sales. Restaurant sales increased $141.3 million, or 54.2%, to $402.0 million during fiscal year 2021 from fiscal year 2020. Comparable Company-owned restaurant sales increased 58.6%, which consisted of an average check increase of 13.1%, and a 40.2% increase in traffic counts as a local restrictions and market conditions related to the COVID-19 pandemic during fiscal year 2021

~~Segment~~Franchise ~~profitability~~Income. ~~information~~Franchise ~~for~~income ~~the~~increased $6.8 million, ~~Company’s~~or ~~two~~57.9%, ~~operating~~to ~~segments~~$18.5 million during fiscal year 2021 from fiscal year 2020. The increase is ~~presented~~primarily attributable to an increase in ~~Note~~sales-based 17royalty ofincome from a sales increase as local restrictions and market conditions improved relating to the ~~consolidated~~COVID-19 ~~financial~~pandemic during ~~statements.~~fiscal year 2021.

~~Potential~~Other ~~Fluctuations~~Operating Income. Other operating income increased $3.3 million, or 63.4%, to $8.6 million during fiscal year 2021 from fiscal year 2020. Other operating income includes our share of income from managed restaurants, gift card breakage revenue and miscellaneous restaurant income. The change in ~~Quarterly~~other ~~Results~~operating income was primarily due to an increase of $1.5 million in income from restaurants operating under contractual agreements and ~~Seasonality~~$891 thousand in breakage revenue.

Our quarterly operating results may fluctuate significantly as a result of a variety of factors. See “Risk Factors” and “Quantitative and Qualitative Disclosures About Market Risk” for a discussion of certain material risks that could affect our quarterly operating results. 27

~~Our~~ Table ~~business is also subject to seasonal fluctuations. Historically, the percentages~~ of our annual total revenues during the first and fourth fiscal quarters have generally been higher due, in part, to the year-end holiday season and the popularity of dining out in the fall and winter months. Accordingly, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year, and comparable restaurant sales for any particular period may decrease. The evolving impact of the COVID-19 pandemic may affect the seasonality of our business.Contents

~~Liquidity~~Food and ~~Capital~~Beverage ~~Resources~~Costs. Food and beverage costs increased $52.6 million, or 69.4%, to $128.5 million during fiscal year 2021 from fiscal year 2020. Food and beverage costs, as a percentage of restaurant sales, increased 29 basis points to 32.0% compared to fiscal year 2020 largely due to an increase of 36.5% in total beef costs.

~~Overview~~Restaurant Operating Expenses. Restaurant operating expenses increased $29.3 million, or 19.4%, to $179.7 million during fiscal year 2021 from fiscal year 2020. Restaurant operating expenses, as a percentage of restaurant sales, decreased 13.0% to 44.7% compared to fiscal year 2020 primarily due to labor efficiencies and the impact of fixed costs on higher restaurant sales in 2021.

~~Our~~Marketing ~~principal~~and ~~sources~~Advertising. ofMarketing ~~cash~~and advertising expenses increased $6.6 million, or 96.3% to $13.5 million during fiscal year 2021 ~~was~~from ~~net~~fiscal ~~cash~~year ~~provided~~2020. byMarketing ~~operating~~and ~~activities.~~advertising, ~~Our~~as ~~principal~~a ~~uses~~percentage of ~~cash~~total revenue, increased 60 basis points to 3.1% compared to fiscal year 2020. The increase in marketing and advertising expenses during fiscal year 2021 ~~were~~was ~~for~~attributable ~~principal~~to ~~repayments~~$4.7 ~~under~~million ~~our~~related ~~senior~~to ~~credit~~digital ~~facility,~~and ~~capital~~data ~~expenditures~~transformation and ~~common~~increasing ~~stock~~expenses ~~repurchases.~~as the Company resumes its marketing programs that were suspended as a result of its response to the COVID-19 pandemic.

InGeneral ~~October~~and ~~2019,~~Administrative. ~~our~~General ~~Board~~and ofadministrative ~~Directors~~expenses ~~approved~~decreased a$717 ~~new~~thousand ~~share~~or ~~repurchase~~2.2% ~~program authorizing the Company~~ to ~~repurchase up to~~ $6032.5 million ofduring ~~outstanding~~fiscal ~~common~~year ~~stock~~2021 from ~~time to time. During~~ fiscal year 2020~~, as a result of the impacts to our business arising from the COVID-19 pandemic, the Company suspended its share repurchase program~~. ~~During~~The ~~the~~decrease ~~third~~in ~~quarter~~general ~~of fiscal year 2021 the Company resumed its share repurchase program~~ and ~~repurchased~~administrative ~~887,515~~costs ~~shares~~was atprimarily anattributable ~~aggregate~~to ~~cost of $16.6 million or an average cost of $18.69 per share, under~~ a ~~Rule~~reduction ~~10b5-1~~in ~~plan.~~compensation ~~All~~related ~~repurchased~~costs ~~shares~~in ~~were~~fiscal ~~retired~~year ~~and cancelled. As of December 26,~~ 2021~~, $25~~.~~0 million remained available for future purchases under the share repurchase program.~~

~~During~~ Depreciation ~~the second quarter of fiscal year 2013, we commenced paying quarterly cash dividends to holders of common~~ and ~~restricted~~Amortization ~~stock~~Expenses. Depreciation Inand ~~the~~amortization ~~first~~expenses ~~quarter~~decreased ~~of fiscal year 2020, we paid a cash dividend of~~ $01.155 ~~per~~million ~~share,~~to or $420.45 million induring ~~the~~fiscal ~~aggregate. As~~year a2021, ~~result~~primarily ofdue ~~the impacts~~ to ~~our~~reduced ~~business~~depreciation ~~arising~~expenses from the ~~COVID-19~~permanent ~~pandemic,~~closure ~~the Company suspended its share repurchase program and dividend payments beginning in the second fiscal quarter~~ of ~~2020. The~~nine ~~Company~~Ruth’s ~~amended~~Chris ~~and~~Steak ~~restated~~House ~~credit~~locations ~~agreement currently does not limit the payment of dividends and share repurchases if our Consolidated Leverage Ratio (as defined~~ in ~~the revolving credit facility) as of the end of the immediately preceding~~ fiscal ~~quarter~~year ~~is less than 2~~2020.50:1.00 and holds a minimum liquidity of $25.0 million. On January 6, 2022, we announced that our Board of Directors declared a quarterly cash dividend of $0.12 per share, or $4.1 million in the aggregate, to be paid on February 17, 2022 to common and restricted stockholders of record as of the close of business on February 3, 2022. Future dividends will be subject to the approval of our Board of Directors.

WePre-opening ~~believe~~Costs. ~~that~~Pre-opening ~~our~~costs ~~current~~of ~~cash~~$1.9 ~~position~~million during fiscal year 2021 were primarily due to the planned openings of two Ruth’s Chris Steak House restaurants in Short Hills, NJ and Lake Grove, NY totaling $~~92.~~1.3 million. The asremaining $632 thousand of ~~December~~pre-opening ~~26,~~expenses ~~2021,~~related ~~coupled~~to ~~with~~pre-opening ~~our~~rent ~~anticipated~~expense ~~cash~~on ~~flow~~locations ~~from~~where ~~operations~~the ~~should~~Company ~~provide~~took uspossession ~~with~~of ~~adequate~~the ~~liquidity~~property ~~for~~from the ~~next~~landlord. Pre-opening ~~twelve~~costs ~~months~~of ~~and,~~$1.6 ~~when~~million ~~combined~~in ~~with~~fiscal ~~our~~year ~~anticipated~~2020 ~~access~~primarily related to ~~additional~~pre-opening ~~capital,~~rent ~~should~~expense ~~provide~~on uslocations ~~with~~where ~~adequate~~the ~~liquidity~~Company ~~for~~took possession of the ~~foreseeable~~property ~~future~~from the landlord.

~~Senior~~Losses ~~Credit~~(Gains) ~~Facility~~on Lease Modifications. Losses on lease modifications was $1.1 million in fiscal year 2021. The Company had $206 thousand in gains on lease modifications during fiscal year 2020. Gains and losses on lease modifications consist of gains and losses related to changes in the scope of a lease or the consideration for a lease that was not included in the original terms of the lease. Costs incurred related to the exit of a signed lease are also included. The losses on lease modifications during fiscal year 2021 were attributable to the termination of a lease in response to the COVID-19 pandemic. The gains on lease modifications during fiscal year 2020 were attributable to the changes of lease terms in response to the COVID-19 pandemic.

AsLoss ofon ~~December~~Impairment. Loss ~~26,~~on ~~2021,~~impairment wedecreased ~~had~~ $7014.07 million ofor ~~outstanding~~88.8% ~~indebtedness~~to ~~under~~$1.9 ~~our~~million ~~senior~~in ~~credit~~fiscal ~~facility~~year ~~with~~2021. Loss ~~approximately~~on ~~$65.3~~impairments ~~million~~consist of ~~borrowings~~charges ~~available,~~recognized ~~net~~by ofwhich ~~outstanding~~the ~~letters~~carrying amount of ~~credit~~an ofasset ~~approximately~~exceeds ~~$4.7~~its ~~million~~fair value (net realizable value for inventory). Impairment Ascharges ofwere ~~December~~taken 26on fixed assets, ~~2021~~inventory, liquor licenses and lease right-of-use assets triggered by the adverse economic impact of COVID-19.

~~weighted~~ Table ~~average interest rate on our outstanding debt was 1.9% and the weighted average interest rate on our outstanding letters~~ of ~~credit was 1.9%. In addition, the commitment fee on the daily unused average portion of our senior credit facility was 0.3%.~~ Contents

~~During~~Interest the fourth fiscal quarter of 2021, the Company entered into an amended and restated credit agreement, which amends and restates its prior credit agreement with Wells Fargo Bank, National Association as administrative agent, and certain other lenders (as amended and restated, the “Credit Agreement”)Expense. ~~The~~ Interest ~~Credit~~expense ~~Agreement~~decreased ~~provides for a revolving credit facility of~~ $~~140~~1.02 million ~~with~~or a25.7% to $103.05 million ~~sub-facility~~during offiscal ~~letters~~year of2021 ~~credit~~from ~~and~~fiscal ayear $52020.0 ~~million~~The ~~sub-facility~~decrease ~~for~~in ~~swingline~~expense ~~loans.~~was ~~Subject~~primarily due to ~~the~~lower ~~satisfaction~~average ofdebt ~~certain~~balances ~~conditions~~ and ~~lender~~average ~~consent,~~interest ~~the~~rates ~~revolving~~during ~~credit~~fiscal ~~facility~~year ~~may~~2021 becompared ~~increased up~~ to afiscal ~~maximum~~year ~~of $200~~2020.~~0 million. The Credit Agreement has a maturity date of October 18, 2026.~~

~~The~~Other Credit Agreement contains customary representations and affirmative and negative covenants (including limitations on indebtedness and liens) as well as financial covenants, as described below, requiring a minimum fixed coverage charge ratio as defined in the Credit Agreement (“Fixed Charge Coverage Ratio”) limiting the Company’s actual leverage ratio as defined in the Credit Agreement (“Maximum Consolidated Leverage Ratio”)Income. During ~~The~~fiscal ~~Credit~~year ~~Agreement~~2021 ~~restored~~we ~~the~~recognized Fixed Charge Coverage Ratio to a ratio equal to or greater than 1.25:1.00 and restored the Maximum Consolidated Leverage Ratio to a ratio no greater than 3.00:1.00. Under the Credit Agreement, dividends and share repurchases are not limited if the Company’s Consolidated Leverage Ratio is less than 2.50:1.00 and holds a minimum liquidity of $~~25.0~~102 ~~million.~~thousand As of December 26, 2021 our Consolidated Leverage Ratio was less than 2.50:1.00. The Credit Agreement also contains events of default customary for credit facilities of this type (with customary grace periods, as applicable), including nonpayment of principal or interest when due; material incorrectness of representations and warranties when made; breach of covenants; bankruptcy and insolvency; unsatisfied ERISA obligations; unstayed material judgment beyond specified periods; default under other ~~material indebtedness; and certain changes of control of the Company~~income. During Iffiscal ~~any~~year ~~event~~2020 ofwe ~~default~~recognized ~~occurs~~$26 ~~and~~thousand ~~is not cured within the applicable grace period or waived, the outstanding loans may be accelerated by lenders holding a majority~~ of the commitments and the lenders’ commitments may be terminated. The obligations under the Credit Agreement are guaranteed by certain of the Company’s subsidiaries and are secured by a lien on substantially all of the Company’s personal property assets other ~~than any equity interest in current and future subsidiaries of the Company~~expense.

AtIncome Tax Expense (Benefit). The effective income tax rates for fiscal years 2021 and 2020 for continuing operations were 8.8% and 23.8%, respectively. The effective tax rate for fiscal year 2021 represents an income tax expense of $4.1 million, whereas the effective tax rate for fiscal year 2020 represents income tax benefit of $7.9 million. The significant change was driven primarily by the Company’s ~~option~~generation of a pre-tax income from continuing operations in fiscal year 2021 partially offset by the generation of a $40.0 million federal tax NOL that the Company plans to carryback to tax years 2015 and 2016, ~~revolving~~compared ~~loans~~with ~~may~~the ~~bear~~generation ~~interest~~of atpre-tax ~~either:~~losses in fiscal year 2020.

Net Income (iLoss). Net ~~LIBOR,~~income ~~plus~~was an$42.3 ~~applicable~~million ~~margin,~~during orfiscal year 2021 compared to a $25.3 million net loss during fiscal year 2020 due to the factors noted above.

~~(ii)~~Segment the highest of (a) the rate publicly announced by Wells Fargo as its prime rate, (b) the average published federal funds rate in effect on such day plus 0.50% and (c) one month LIBOR plus 1.00%, plus an applicable margin (the rate described in this clause (ii) prior to adding the applicable margin, the “Base Rate”).Profitability

~~The~~Segment ~~applicable~~profitability ~~margin~~information ~~and the fee~~ for the ~~unused commitment is based on the~~ Company’s ~~Maximum~~two ~~Consolidated~~operating ~~Leverage~~segments Ratio, ranging (a) from 1.50% to 2.25% above the applicable LIBOR rate or (b) 0.50% to 1.25% above the applicable Base Rate. The Credit Agreement also includes a mechanism for an alternate rate to LIBOR, which is ~~the~~presented ~~highest~~in Note 16 of ~~(a)~~ the ~~prime~~consolidated ~~rate~~financial ~~or (b) the federal funds rate plus 0~~statements.~~50%.~~

~~Capital~~Potential ~~Expenditures~~Fluctuations ~~and~~in ~~Acquisition~~Quarterly ofResults ~~Restaurants~~and Seasonality

~~Capital~~Our ~~expenditures~~quarterly inoperating ~~fiscal~~results ~~year~~may ~~2021,~~fluctuate ~~which~~significantly ~~aggregated~~as ~~$19.7~~a ~~million,~~result ~~pertained~~of ~~primarily~~a tovariety ~~$9.0~~of ~~million for new restaurants, $8~~factors.4 ~~million~~See ~~for~~“Risk ~~technology~~Factors” and ~~$2.3~~“Quantitative ~~million for restaurant remodel~~ and ~~capital~~Qualitative ~~replacement~~Disclosures ~~projects. Capital~~About ~~expenditures~~Market inRisk” ~~fiscal year 2020, which aggregated $10.6 million, pertained primarily to $6.7 million~~ for ~~new~~a ~~restaurants~~discussion and $3.3 million for restaurant remodel and capital replacement projects. Capital expenditures in fiscal year 2019, which aggregated $50.3 million, pertained primarily to $14.4 million for restaurant remodel projects and capital replacement projects; $11.0 million for new restaurants and $18.6 million related to the acquisition of ~~the~~certain ~~MBR~~material ~~Franchise~~risks ~~Acquisition~~that ~~from~~could ~~the~~affect ~~owner~~our ~~franchisee.~~quarterly Weoperating ~~anticipate capital expenditures in fiscal year 2022 will be approximately $53~~results.~~0 to $58.0 million. We currently expect to open five more Company-owned restaurants at leased locations in fiscal year 2022.~~

~~Cash~~Our ~~Flows~~business is also subject to seasonal fluctuations. Historically, the percentages of our annual total revenues during the first and fourth fiscal quarters have generally been higher due, in part, to the year-end holiday season and the popularity of dining out in the fall and winter months. Accordingly, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year, and comparable restaurant sales for any particular period may decrease.

~~The~~Liquidity ~~following table summarizes our primary sources~~ and ~~uses~~Capital ofResources ~~cash (in thousands):~~

	Fiscal Year
	2021			2020			2019
Net cash provided by (used in):
Operating activities	$	81,391		$	20,085		$	72,910
Investing activities		(19,651	)		(10,620	)		(50,281	)
Financing activities		(65,009	)		80,370			(22,124	)
Net increase (decrease) in cash and cash equivalents	$	(3,269	)	$	89,835		$	505

Overview

29Our principal sources of cash during fiscal year 2022 was net cash provided by operating activities and borrowings from our senior credit facility. Our principal uses of cash during fiscal year 2022 were for operating expenses, principal repayments under our senior credit facility, capital expenditures, common stock repurchases and dividend payments.

~~Operating~~In ~~Activities.~~July ~~Operating~~2022, ~~cash~~the ~~inflows~~Board ~~pertain~~of ~~primarily~~Directors approved a new share repurchase program authorizing the Company to ~~restaurant~~repurchase ~~sales~~up ~~and~~to ~~franchise~~$60.0 million ~~income~~of outstanding common stock. ~~Operating~~The ~~cash~~new ~~outflows~~share ~~pertain~~repurchase ~~primarily~~program replaced, as of August 9, 2022, the Company's previous share repurchase program announced in October 2019. The previous share repurchase program has permitted the repurchase of up to ~~expenditures~~$60 ~~for~~million ~~food~~of ~~and~~outstanding ~~beverages~~common stock, ~~restaurant~~of ~~operating~~which ~~expenses~~approximately $15.4 million was unused. During fiscal year 2020, ~~marketing~~as ~~and~~a ~~advertising~~result ~~and~~of ~~general~~the impacts to our business arising from the COVID-19 pandemic, the Company suspended its share repurchase program. During the third quarter of fiscal year 2021 the Company resumed its share repurchase program and ~~administrative~~repurchased ~~costs~~887,515 shares at an aggregate cost of $16.6 ~~Operating~~million ~~activities~~or ~~provided~~an ~~cash~~average ~~flow~~cost ~~all~~of ~~three~~$18.69 per share. In fiscal ~~years~~year ~~primarily~~2022, ~~because~~the ~~operating~~Company ~~revenues~~repurchased 1,733,105 at ~~have~~an ~~exceeded~~aggregate ~~cash-based~~cost ~~expenses~~of $29.6 million or an average cost of $17.06 per share. All repurchased shares were retired and cancelled. As of December 25, 2022, $40.0 million remained available for future purchases under the share repurchase program.

~~Investing~~During ~~Activities~~the second quarter of fiscal year 2013, we commenced paying quarterly cash dividends to holders of common and restricted stock. ~~Investing~~The ~~activities~~Company’s amended and restated credit agreement currently does not limit the payment of dividends and share repurchases if our Consolidated Leverage Ratio (as defined in the revolving credit facility) as of the end of the immediately preceding fiscal ~~years~~quarter ~~2021~~is less than 2.50:1.00 and ~~2020~~we ~~primarily~~have a ~~related~~minimum toliquidity ~~capital~~of ~~expenditure~~$25.0 ~~projects~~million, defined as unrestricted cash and undrawn revolver availability. ~~Fiscal~~ In the first quarter of fiscal year ~~2019~~2022, ~~investing~~we ~~activities~~paid ~~pertained~~a ~~primarily~~cash todividend ~~both~~of $0.12 per share, or $4.0 million in the ~~acquisition~~aggregate. In each of ~~franchisee~~the ~~owned~~second, ~~restaurants~~third and ~~capital~~fourth ~~expenditure~~quarters, ~~projects~~we paid a cash dividend of $0.14 per share, or $4.7 million, $4.7 million and $4.6 million in the aggregate, respectively. On February 9, 2023, we announced that our Board of Directors declared a quarterly cash dividend of $0.16 per share, or $5.3 million in the aggregate, to be paid on March 24, 2023 to common and restricted stockholders of record as of the close of business on March 10, 2023. Future dividends will be subject to the approval of our Board of Directors.

Financing Activities. Financing activities provided cash in fiscal year 2020 and used cash in fiscal years 2021 and 2019. During fiscal year 2021 we: reduced debt by $45.0 million; repurchased common stock of $16.6 million; paid $2.8 million in employee taxes in connection with the vesting of restricted stock; and paid $612 thousand in deferred financing costs. We paid $2.8 million in taxes in connection with the vesting of restricted stock and the exercise of stock options because some recipients elected to satisfy their individual tax withholding obligations by having us withhold a number of vested shares of restricted stock and/or a number of shares otherwise issuable pursuant to stock options. During fiscal year 2020 we: issued common stock for $49.6 million; increased the debt outstanding under our senior credit facility by $51.0 million; repurchased common stock of $13.2 million; paid dividends of $4.4 million; paid $1.6 million in employee taxes in connection with the vesting of restricted stock; and paid $962 thousand in deferred financing costs. During fiscal year 2019 we: repurchased common stock of $25.8 million; increased the debt outstanding under our senior credit facility by $23.0 million; paid dividends of $15.6 million; and paid $3.7 million in employee taxes in connection with the vesting of restricted stock and the exercise of stock options. 29

~~Contractual~~ Table ~~Obligations~~of Contents

~~The~~ We ~~following~~believe ~~table~~that ~~summarizes~~ our ~~contractual~~current ~~obligations~~cash position, $23.0 million as of December 2625, ~~2021:~~2022, coupled with our anticipated cash flow from operations should provide us with adequate liquidity for the next twelve months and, when combined with our anticipated access to additional capital, should provide us with adequate liquidity for the foreseeable future

	Payments due by period
			Less than		1-3		3-5		More than
	Total		1 year		years		years		5 years
	(in millions)
Long-term debt obligations	$	78.3	$	1.7	$	3.3	$	73.3	$	—
Operating lease obligations		296.5		27.2		48.0		43.7		177.6
Total	$	374.8	$	28.9	$	51.3	$	117.0	$	177.6

Senior Credit Facility

~~Long-term~~ As ~~debt~~of ~~obligations~~ December ~~include~~25, ~~principal~~2022 , ~~maturities~~we ~~and~~had ~~expected interest payments~~$30. ~~Expected~~0 ~~interest~~million ~~payments~~of ~~were~~outstanding ~~estimated~~indebtedness ~~using the interest and fee rates~~ under our senior credit facility aswith approximately $105.3 million of ~~December~~borrowings 26available, ~~2021.~~net ~~Operating~~of ~~lease~~outstanding ~~obligations~~letters doof ~~not~~credit ~~include~~of ~~contingent~~approximately ~~rent,~~$4.7 ~~common~~million. ~~area~~As ~~maintenance~~of December 25, ~~property~~2022 , ~~taxes~~the ~~and~~interest ~~other~~rate ~~pass~~on ~~through~~our ~~charges~~outstanding ~~from~~debt ~~our~~was ~~landlords~~5.5% ~~The~~and ~~above~~the ~~table~~weighted ~~does~~average ~~not~~interest ~~include~~rate ~~recorded~~on ~~liabilities~~our tooutstanding ~~vendors~~letters orof ~~employees~~credit ~~nor~~was ~~does~~1.6%. itIn ~~include~~addition, ~~routine~~the ~~purchase~~commitment ~~commitments~~fee ~~shorter~~on ~~than~~the ~~twelve~~daily ~~months~~unused inaverage ~~duration~~portion ~~for~~of ~~food~~our ~~and~~senior ~~supplies~~credit facility was 0.3%.

~~Pursuant~~On toOctober 18, 2021, the ~~terms~~Company ofentered ~~the~~into ~~purchase~~an amended and restated credit agreement, ~~upon~~which ~~closing~~amends ofand ~~the~~restates ~~sale~~its ofprior ~~the~~credit ~~Mitchell’s~~agreement ~~Restaurants~~with inWells ~~January~~Fargo ~~2015~~Bank, ~~Landry’s~~National ~~assumed~~Association ~~the~~as ~~lease~~administrative ~~obligations~~agent, ofand ~~the~~certain ~~Mitchell’s~~other ~~Restaurants. However~~lenders (as amended and restated, the ~~Company~~“Credit ~~has~~Agreement”). ~~guaranteed~~The ~~Landry’s~~Credit ~~lease~~Agreement ~~obligations~~provides ~~aggregating~~for a revolving credit facility of $21140.20 million ~~under~~with ~~four~~a $10.0 million sub-facility of ~~the~~letters ~~leases~~of credit and a $5.0 ~~Separate~~million ~~from~~sub-facility for swingline loans. Subject to the ~~purchase~~satisfaction ~~agreement,~~of ~~Landry’s~~certain ~~has~~conditions ~~agreed~~and tolender ~~indemnify~~consent, the ~~Company~~revolving incredit ~~the~~facility ~~event~~may ofbe aincreased ~~default~~up ~~under~~to ~~any~~a maximum of ~~the~~$200.0 ~~leases~~million. The ~~above~~Credit ~~table~~Agreement ~~does~~has ~~not~~a ~~include~~maturity ~~potential~~date ~~lease~~of ~~obligations~~October ~~for~~18, ~~the Mitchell’s Restaurants~~2026.

~~Off-Balance~~The ~~Sheet~~Credit ~~Arrangements~~Agreement contains customary representations and affirmative and negative covenants (including limitations on indebtedness and liens) as well as financial covenants, as described below, requiring a minimum fixed coverage charge ratio as defined in the Credit Agreement (“Fixed Charge Coverage Ratio”) limiting the Company’s actual leverage ratio as defined in the Credit Agreement (“Maximum Consolidated Leverage Ratio”). The Credit Agreement restored the Fixed Charge Coverage Ratio to a ratio equal to or greater than 1.25:1.00 and restored the Maximum Consolidated Leverage Ratio to a ratio no greater than 3.00:1.00. Under the Credit Agreement, dividends and share repurchases are not limited if the Company’s Consolidated Leverage Ratio is less than 2.50:1.00 and holds a minimum liquidity of $25.0 million. As of December 25, 2022 our Consolidated Leverage Ratio was less than 2.50:1.00. The Credit Agreement also contains events of default customary for credit facilities of this type (with customary grace periods, as applicable), including nonpayment of principal or interest when due; material incorrectness of representations and warranties when made; breach of covenants; bankruptcy and insolvency; unsatisfied ERISA obligations; unstayed material judgment beyond specified periods; default under other material indebtedness; and certain changes of control of the Company. If any event of default occurs and is not cured within the applicable grace period or waived, the outstanding loans may be accelerated by lenders holding a majority of the commitments and the lenders’ commitments may be terminated. The obligations under the Credit Agreement are guaranteed by certain of the Company’s subsidiaries and are secured by a lien on substantially all of the Company’s personal property assets other than any equity interest in current and future subsidiaries of the Company.

AsAt ofthe ~~December~~Company’s 26option, ~~2021,~~revolving weloans domay ~~not~~bear ~~have~~interest ~~any~~at ~~off-balance sheet arrangements.~~ either:

~~Critical~~(i) ~~Accounting~~LIBOR, ~~Policies~~plus ~~and~~an ~~Estimates~~applicable margin, or

~~Our~~(ii) ~~discussion~~the ~~and~~highest ~~analysis~~ of ~~results~~(a) ofthe ~~operations~~rate ~~and~~publicly ~~financial~~announced ~~condition~~by isWells ~~based~~Fargo ~~upon~~as ~~our~~its ~~audited~~prime ~~consolidated financial statements~~rate, ~~which~~(b) ~~have~~the ~~been~~average ~~prepared~~published infederal ~~accordance~~funds ~~with~~rate ~~U.S. generally accepted accounting principles. The preparation of these consolidated financial statements is based,~~ in ~~part,~~effect on ~~our~~such ~~critical~~day ~~accounting~~plus ~~policies~~0.50% ~~that require us to make estimates~~ and ~~judgments~~(c) ~~that~~one ~~affect~~month ~~the~~LIBOR ~~amounts~~plus ~~reported in those consolidated financial statements~~1. ~~Our significant accounting policies~~00%, ~~which~~plus ~~may~~an beapplicable ~~affected~~margin by(the ~~our~~rate ~~estimates and assumptions, are more fully~~ described in ~~Note~~this 2clause of(ii) ~~the~~prior ~~consolidated financial statements. Critical accounting policies are those that we believe are most important~~ to ~~portraying~~adding ~~our financial condition and results of operations and also require~~ the ~~greatest~~applicable ~~amount~~margin, ~~of subjective or complex judgments by management. Judgments or uncertainties regarding~~ the ~~application~~“Base ~~of these policies may result in materially different amounts being reported under different conditions or using different assumptions~~Rate”). ~~We consider the following policies to be the most critical in understanding the judgments that are involved in preparing the consolidated financial statements.~~

30The applicable margin and the fee for the unused commitment is based on the Company’s Maximum Consolidated Leverage Ratio, ranging (a) from 1.50% to 2.25% above the applicable LIBOR rate or (b) 0.50% to 1.25% above the applicable Base Rate. The Credit Agreement also includes a mechanism for an alternate rate to LIBOR, which is the highest of (a) the prime rate or (b) the federal funds rate plus 0.50%.

~~Deferred~~Subsequent ~~Gift~~to ~~Card~~the ~~Revenue~~end of fiscal year 2022, in January 2023, the Company paid down $15.0 million of the outstanding indebtedness on the revolving credit facility and ~~Gift~~increased ~~Card~~its ~~Breakage~~outstanding ~~Revenue~~letters of credits to $5.0 million.

~~Revenue~~Capital ~~from~~Expenditures ~~restaurant sales is recognized when food~~ and ~~beverage~~Acquisition products are sold. Deferred revenue primarily represents the Company’s liability for gift cards that have been sold but not yet redeemed and is recorded at the expected redemption value. When the gift cards are redeemed, the Company recognizes restaurant sales and reduces the deferred revenue liability. Company issued gift cards redeemed at franchisee-owned restaurants reduce the deferred revenue liability but do not impact our restaurant sales. Gift card transactions involving franchisees are settled on a monthly basis through the Company’s third-party gift card provider. The expected redemption value of ~~gift cards represents the full value of all gift cards issued less the amount the Company has recognized as other operating income for gift cards that are not expected to be redeemed.~~ Restaurants

~~The~~Capital ~~portion~~expenditures ofin ~~gift~~fiscal ~~cards~~year ~~sold~~2022, which aggregated to ~~customers~~$47.0 ~~which~~million, ~~are~~pertained ~~never~~primarily ~~redeemed~~to is$23.9 million for ~~commonly~~new ~~referred~~restaurants, $8.8 million for technology and $14.3 million for restaurant remodel and capital replacement projects. Capital expenditures in fiscal year 2021, which aggregated $19.7 million, pertained primarily to as$9.0 ~~gift~~million ~~card~~for ~~breakage~~new restaurants, $8.4 ~~Gift~~million ~~card~~for ~~breakage~~technology ~~produces~~and a$2.3 ~~revenue~~million ~~stream~~for restaurant remodel and capital replacement projects. Capital expenditures in fiscal year 2020, which isaggregated a$10.6 ~~key~~million, ~~element~~pertained ofprimarily ~~the~~to ~~profitability~~$6.7 ofmillion ~~the~~for ~~Company’s~~new ~~gift~~restaurants ~~card~~and ~~program~~$3.3 million for restaurant remodel and iscapital ~~classified~~replacement asprojects. aWe ~~component~~anticipate ofcapital ~~other~~expenditures ~~operating~~in ~~revenue~~fiscal year 2023 will be approximately $45. 0 to $50.0 million. We currently expect to open four more Company-owned restaurants at leased locations in fiscal year 2023.

The Company’s accounting method for recognizing breakage revenue is the redemption method. Under the redemption method, breakage revenue is recognized and the gift card liability is derecognized for unredeemed gift cards in proportion to actual gift card redemptions based on historical breakage rates, including breakage rates during previous economic recessions. The Company continues to review historical gift card redemption information and considers any changes in redemption patterns as a result of the current economic environment, to assess the reasonableness of projected gift card breakage rates and patterns of redemption. Future gift card usage may be different than our historical experience and as result our estimate of cards not expected to be redeemed is subject to inherent uncertainty. If actual redemption activity differs significantly from our historical experience our deferred revenue liability and results of operations could be materially impacted. 30

~~Impairment~~ Table of ~~Long-Lived Assets~~ Contents

WeCash review property and equipment (which includes leasehold improvements), purchased intangibles subject to amortization, and operating lease right-of-use (ROU) assets for impairment when events or circumstances indicate these assets might be impaired. We test impairment using historical cash flows and other relevant facts and circumstances as the primary basis for our estimates of future cash flows. The analysis is performed at the restaurant level for indicators of permanent impairment. In determining future cash flows, we make significant estimates with respect to future operating results of each restaurant over the expected remaining life of the primary asset in the restaurant. If assets are determined to be impaired, the loss on impairment is measured by calculating the amount by which the asset-carrying amount exceeds its fair value. This process requires the use of estimates and assumptions, which are subject to a high degree of judgment. If these assumptions change in the future, we may be required to record additional losses on impairment on these assets. During fiscal year 2021, the Company recognized $1.9 million in impairment loss due to the decline in the estimated fair value of the long-lived assets, including property, plant and equipment, inventory, and lease right-of-use assets at two closed locations.Flows

The ~~judgments~~following wetable ~~make~~summarizes ~~related to the expected useful lives of long-lived assets and~~ our ~~ability~~primary tosources ~~realize undiscounted cash flows in excess of the carrying amounts of these assets are affected by factors such as the ongoing maintenance~~ and ~~improvements~~uses of ~~the assets, changes in economic conditions, changes in usage or operating performance and desirability of the restaurant sites. As we assess the ongoing expected~~ cash ~~flows and carrying amounts of our long-lived assets, significant adverse changes~~ (in ~~these factors could cause us to recognize a material loss on impairment.~~ thousands):

Generally, costs for exit or disposal activities, including restaurant closures, are expensed as incurred. The costs include the cost of disposing of the assets as well as other facility-related expenses from previously closed restaurants. For restaurants operated under operating leases, on the date we commit to a plan to abandon the related ROU asset, we evaluate the ROU asset for potential impairment and determine the go-forward accounting based on requirements in Topic 842.

	Fiscal Year Ended
	2022			2021			2020
Net cash provided by (used in):
Operating activities	$	67,201		$	81,391		$	20,085
Investing activities		(46,958	)		(19,651	)		(10,620	)
Financing activities		(89,374	)		(65,009	)		80,370
Net increase (decrease) in cash and cash equivalents	$	(69,131	)	$	(3,269	)	$	89,835

~~Valuation~~Operating Activities. Operating cash inflows pertain primarily to restaurant sales and ~~Recoverability~~franchise ofincome. ~~Goodwill~~Operating cash outflows pertain primarily to expenditures for food and ~~Franchise~~beverages, ~~Rights~~restaurant operating expenses, marketing and advertising and general and administrative costs. Operating activities provided cash flow all three fiscal years primarily because operating revenues have exceeded cash-based expenses.

~~Goodwill~~Investing ~~and franchise rights arise primarily from our acquisition of franchisee-owned Ruth’s Chris restaurants~~Activities. We ~~recognized~~Investing ~~$7.1~~activities ~~million~~in offiscal ~~franchise~~years ~~rights~~ 2022, 2021 and ~~$9.0~~2020 ~~million~~primarily ~~of goodwill~~ related to ~~the~~capital ~~MBR~~expenditure ~~Franchise Acquisition completed on July 29, 2019~~projects. ~~During fiscal year 2020 a territory rights impairment charge of $3.1 million was taken at two locations.~~

~~Prior~~Financing toActivities. ~~the~~Financing ~~MBR~~activities ~~Franchise~~used ~~Acquisition,~~cash ~~the~~in ~~most~~fiscal ~~significant~~years ~~acquisitions~~2022 ~~were~~and ~~completed~~2021 and provided cash in ~~1996,~~fiscal ~~1999,~~year ~~2006,~~2020. ~~2007~~During ~~and~~fiscal ~~2017~~year 2022 we: reduced debt by $40.0 ~~Goodwill~~million; isrepurchased ~~not~~common ~~subject~~stock toof ~~amortization~~$29.6 million; paid dividends of $18.3 million; and ~~franchise~~paid ~~rights~~$1.5 million ~~acquired~~in ~~prior~~employee totaxes ~~2008~~in ~~are~~connection ~~also~~with ~~not~~the ~~subject~~vesting toof ~~amortization~~restricted stock. ~~Such~~We ~~assets~~paid ~~must~~$1.5 million bein ~~tested~~taxes ~~for~~in ~~impairment~~connection ~~annually~~with ~~and~~vesting ~~whenever~~of ~~events~~restricted orstock ~~changes~~because insome ~~circumstances~~recipients ~~indicate~~elected ~~that~~to ~~the~~satisfy ~~carrying~~their ~~amount~~individual ~~may~~tax ~~not~~withholding beobligations ~~recoverable.~~by ~~The~~having ~~annual~~us ~~testing~~withhold ~~date~~a ~~for~~number ~~determining~~of ~~whether~~vested ~~goodwill~~shares ~~and~~of ~~other~~restricted ~~intangible~~stock. ~~assets~~During ~~are~~fiscal ~~impaired~~year is2021 we: ~~the~~reduced ~~last~~debt ~~day~~by $45.0 million; repurchased common stock of $16.6 million; paid $2.8 million in employee taxes in connection with the ~~Company’s~~vesting ~~48th~~of ~~fiscal~~restricted ~~week,~~stock; ~~which~~and paid $612 thousand in deferred financing costs. During fiscal year 2020 we: ~~2021~~issued ~~was~~common ~~November~~stock ~~28,~~for ~~2021~~$49. A6 ~~variety~~million; increased the debt outstanding under our senior credit facility by $51.0 million; repurchased common stock of ~~inherently~~$13.2 ~~uncertain~~million; ~~estimates,~~paid ~~judgments~~dividends ~~and~~of ~~projections~~$4.4 ~~are~~million; ~~used~~paid $1.6 million in ~~both~~employee ~~assessing~~taxes ~~whether~~in ~~there~~connection ~~has~~with ~~been~~the anvesting ~~indicator~~of ~~that~~restricted anstock; ~~impairment~~and ofpaid an$962 ~~intangible~~thousand ~~asset~~in deferred financing costs.

31Contractual Obligations

~~may~~The ~~have~~following ~~occurred. We~~table ~~performed~~summarizes our ~~annual~~contractual ~~impairment~~obligations ~~test~~as of ~~our~~December ~~goodwill and franchise rights using a qualitative assessment. In using the qualitative approach~~25, we evaluated factors, including but not limited to, recent financial performance; forecasts for future cash flows; our stock price and market capitalization; recent impairment tests; legal factors; the business climate; and the competitive environment. If we determine that it is more likely than not that an intangible asset may be impaired, we are required to estimate its fair value. Because similar intangible assets are not bought and sold regularly in public markets, estimates of fair value of our intangible assets are inherently uncertain. 2022:

We evaluate the useful lives of our intangible assets to determine if they are definite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required capital expenditures, and the expected lives of other related groups of assets.

	Payments due by period
			Less than		1-3		3-5		More than
	Total		1 year		years		years		5 years
	(in millions)
Long-term debt obligations	$	37.5	$	2.0	$	3.9	$	31.6	$	-
Operating lease obligations	$	345.7	$	28.8	$	53.1	$	49.2	$	214.6
Total	$	383.2	$	30.8	$	57.0	$	80.8	$	214.6

~~Insurance~~Long-term ~~Liability~~debt obligations include principal maturities and expected interest payments. Expected interest payments were estimated using the interest and fee rates under our senior credit facility as of December 25, 2022. Operating lease obligations do not include contingent rent, common area maintenance, property taxes and other pass through charges from our landlords. The above table does not include recorded liabilities to vendors or employees nor does it include routine purchase commitments shorter than twelve months in duration for food and supplies.

WePursuant ~~maintain~~to ~~various~~the ~~insurance~~terms ~~policies~~of ~~for~~the ~~workers’~~purchase ~~compensation~~agreement, ~~health~~upon ~~and~~closing ~~welfare,~~of ~~general~~the ~~liability,~~sale ~~professional~~of ~~liability~~the ~~and~~Mitchell’s ~~property~~Restaurants ~~damage.~~in ~~Pursuant~~January ~~to those policies~~2015, weLandry’s ~~are~~assumed ~~responsible~~the ~~for~~lease ~~losses~~obligations upof tothe ~~certain~~Mitchell’s ~~limits and are required to estimate a liability that represents our ultimate exposure for aggregate losses below those limits~~Restaurants. ~~The~~However, ~~recorded~~the ~~liabilities~~Company ~~are~~has ~~based~~guaranteed ~~on management~~Landry’s ~~estimates~~lease ofobligations ~~the~~aggregating ~~ultimate costs~~ to be$8.3 million ~~incurred~~under tofour ~~settle known claims and claims not reported as~~ of the ~~balance sheet date~~leases. WeSeparate ~~use~~from ~~independent actuaries to develop~~ the ~~estimated~~purchase ~~workers’ compensation~~agreement, ~~general~~Landry’s ~~and~~has ~~health~~agreed ~~and~~to ~~welfare~~indemnify ~~liabilities.~~the ~~Our~~Company ~~estimated~~in ~~liability~~the isevent ~~not~~of ~~discounted~~a ~~and~~default isunder ~~based~~any ~~on a number~~ of ~~assumptions~~the ~~and factors, including historical trends, actuarial assumptions and economic conditions~~leases. IfThe ~~actual~~above ~~trends~~table ~~differ~~does ~~from~~not ~~our~~include ~~estimates,~~potential ~~our~~lease ~~financial~~obligations ~~results~~for ~~could~~the beMitchell’s ~~impacted~~Restaurants.

~~Income~~Off-Balance ~~Taxes~~Sheet Arrangements

WeAs ~~account~~of ~~for~~December ~~income taxes in accordance with FASB Accounting Standards Codification (ASC) Topic 740~~25, Income Taxes (Topic 740). Topic 740 establishes financial accounting and reporting standards for the effects of income taxes that result from an enterprise’s activities during the current and preceding years. It requires an asset and liability approach for financial accounting and reporting of income taxes. We recognize deferred tax liabilities and assets for the future consequences of events that have been recognized in our consolidated financial statements or tax returns. In the event the future consequences of differences between financial reporting bases and tax bases of our assets and liabilities resulted in a net deferred tax asset2022, anwe ~~evaluation~~do ~~is made of the probability of our ability to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than~~ not ~~that some portion or the entire deferred tax asset will not be realized. The realization of such net deferred tax will generally depend on whether we will~~ have ~~sufficient~~any ~~taxable income of an appropriate character within the carry~~off-~~forward~~balance ~~period~~sheet ~~permitted by the tax law~~arrangements. Without sufficient taxable income to utilize the deductible amounts and carry forwards, the related tax benefits will expire unused. We have evaluated both positive and negative evidence in making a determination as to whether it is more likely than not that all or some portion of the deferred tax asset will not be realized. Measurement of deferred items is based on enacted tax laws.

~~Recent Accounting Pronouncements~~ 31

In Table ~~December 2019 the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This update was effective for the Company in the first quarter~~ of fiscal year 2021. This update simplifies the accounting for interim period tax law changes and loss limitations, ownership changes in equity investments, intraperiod tax allocations and the step-up of tax basis in goodwill that is not acquired during a business combination. The adoption of ASU 2019-12 did not have a significant impact on the Company’s ongoing financial reporting.Contents

32Critical Accounting Policies and Estimates

~~Item~~Our 7Adiscussion and analysis of results of operations and financial condition is based upon our audited consolidated financial statements, which have been prepared in accordance with U.S. ~~QUANTITATIVE~~generally ~~AND~~accepted ~~QUALITATIVE~~accounting ~~DISCLOSURES~~principles. ~~ABOUT~~The ~~MARKET~~preparation ~~RISK~~of these consolidated financial statements is based, in part, on our critical accounting policies that require us to make estimates and judgments that affect the amounts reported in those consolidated financial statements. Our significant accounting policies, which may be affected by our estimates and assumptions, are more fully described in Note 2 of the consolidated financial statements. Critical accounting policies are those that we believe are most important to portraying our financial condition and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments or uncertainties regarding the application of these policies may result in materially different amounts being reported under different conditions or using different assumptions. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing the consolidated financial statements.

~~Interest~~Deferred ~~Rate~~Gift ~~Risk~~Card Revenue and Gift Card Breakage Revenue

~~The~~Revenue ~~Company~~from isrestaurant ~~exposed~~sales tois ~~market~~recognized ~~risk~~when ~~from~~food ~~fluctuations~~and inbeverage ~~interest~~products ~~rates~~are sold. ~~For~~Deferred ~~fixed~~revenue ~~rate~~primarily ~~debt,~~represents ~~interest~~the ~~rate~~Company’s ~~changes~~liability ~~affect~~for ~~the~~gift ~~fair~~cards ~~market~~that ~~value~~have ofbeen ~~such~~sold ~~debt~~ but do not ~~impact~~yet ~~earnings~~redeemed orand ~~cash~~is ~~flows.~~recorded ~~Conversely~~at ~~for variable rate debt, including borrowings under~~ the ~~Company’s~~expected ~~credit~~redemption ~~facility,~~value. ~~interest~~When ~~rate changes generally do not affect~~ the ~~fair~~gift ~~market~~cards ~~value~~are ~~of such debt~~redeemed, ~~but~~the doCompany ~~impact~~recognizes ~~future~~restaurant ~~earnings~~sales and ~~cash~~reduces ~~flows,~~the ~~assuming~~deferred ~~other~~revenue ~~factors are held constant~~liability. AtCompany ~~December~~issued ~~26,~~gift ~~2021,~~cards ~~the~~redeemed ~~Company~~at ~~had~~franchisee-owned ~~$70.0~~restaurants ~~million~~reduce inthe ~~variable~~deferred ~~rate~~revenue ~~debt~~liability ~~outstanding.~~but ~~The~~do ~~Company~~not ~~currently~~impact ~~does~~our ~~not~~restaurant ~~use~~sales. ~~financial~~Gift ~~instruments~~card totransactions ~~hedge~~involving ~~its~~franchisees ~~risk~~are tosettled ~~market~~on ~~fluctuations~~a inmonthly ~~interest~~basis ~~rates.~~through ~~Holding~~the ~~other~~Company’s ~~variables~~third-party ~~constant~~gift ~~(such~~card asprovider. ~~debt~~The ~~levels),~~expected aredemption ~~hypothetical~~value ~~100~~of ~~basis~~gift ~~point~~cards ~~change~~represents inthe ~~interest~~full ~~rates~~value as of ~~December~~all ~~26,~~gift ~~2021~~cards ~~would~~issued beless ~~expected~~the toamount ~~have~~the anCompany ~~impact~~has onrecognized ~~pre-tax~~as ~~earnings~~other ~~and~~operating ~~cash~~income ~~flows~~ for ~~fiscal~~gift ~~year~~cards ~~2022~~that ofare ~~approximately~~not ~~$700~~expected ~~thousand~~to be redeemed.

~~Effects~~The portion of ~~Healthcare~~gift ~~Inflation~~cards sold to customers which are never redeemed is commonly referred to as gift card breakage. Gift card breakage produces a revenue stream which is a key element of the profitability of the Company’s gift card program and is classified as a component of other operating revenue.

The Company’s accounting method for recognizing breakage revenue is ~~exposed~~the toredemption ~~market~~method. ~~price~~Under ~~fluctuations~~the ~~related~~redemption tomethod, breakage revenue is recognized and the ~~cost~~gift ofcard ~~providing~~liability ~~healthcare~~is derecognized for unredeemed gift cards in proportion to ~~its~~actual ~~employees~~gift card redemptions based on historical breakage rates, including breakage rates during previous economic recessions. ~~Claim~~ ~~trends~~The ~~are~~Company ~~predicted~~continues to ~~outpace~~review ~~inflation~~historical ~~throughout~~gift ~~the~~card ~~upcoming~~redemption ~~year. Pharmacy~~information ~~costs~~and ~~are~~considers ~~also~~any ~~rising~~changes in ~~excess~~redemption ofpatterns ~~general~~as ~~and~~a ~~medical~~result ~~cost~~of ~~inflation. If~~the ~~prices~~current ~~increase~~economic environment, orto assess the ~~Company~~reasonableness ~~experiences~~of ~~significantly~~projected ~~more~~gift ~~claims,~~card ~~operating~~breakage ~~margins~~rates ~~could~~and bepatterns ~~materially~~of ~~adversely affected~~redemption. ~~Holding~~ ~~other~~Future ~~variables~~gift ~~constant,~~card ausage ~~hypothetical~~may ~~10%~~be ~~fluctuation~~different inthan ~~healthcare~~our ~~costs~~historical ~~would~~experience ~~have~~and anas ~~approximate~~result ~~impact~~our onestimate ~~pre-tax~~of ~~earnings~~cards ofnot ~~approximately~~expected ~~$1.0~~to ~~million~~be ~~for~~redeemed ~~the~~is ~~2022~~subject ~~fiscal~~to ~~year~~inherent uncertainty. If actual redemption activity differs significantly from our historical experience our deferred revenue liability and results of operations could be materially impacted.

~~Foreign~~Impairment ~~Currency~~of ~~Risk~~Long-Lived Assets

~~The~~We ~~Company~~review ~~believes~~property ~~that~~and ~~fluctuations~~equipment in(which ~~foreign~~includes ~~exchange~~leasehold ~~rates~~improvements), dopurchased ~~not~~intangibles ~~present~~subject ato ~~material~~amortization, ~~risk~~and tooperating ~~its~~lease ~~operations~~right-of-use (ROU) assets for impairment when events or circumstances indicate these assets might be impaired. ~~Franchise~~We ~~fee~~test ~~revenue~~impairment ~~from~~using ~~international~~historical ~~locations~~cash ~~aggregated~~flows $2and other relevant facts and circumstances as the primary basis for our estimates of future cash flows.3 ~~million~~The analysis is performed at the restaurant level for indicators of permanent impairment. In determining future cash flows, we make significant estimates with respect to future operating results of each restaurant over the expected remaining life of the primary asset in ~~fiscal~~the ~~year~~restaurant. ~~2021~~If assets are determined to be impaired, $1the loss on impairment is measured by calculating the amount by which the asset-carrying amount exceeds its fair value.9 ~~million~~This inprocess ~~fiscal~~requires ~~year~~the ~~2020~~use of estimates and $2assumptions, which are subject to a high degree of judgment.9 ~~million~~If these assumptions change in the future, we may be required to record additional losses on impairment on these assets. During fiscal year ~~2019.~~2022, the Company recorded a $574 thousand impairment charge for one restaurant location.

~~Commodity~~The ~~Price~~judgments ~~Risk~~we make related to the expected useful lives of long-lived assets and our ability to realize undiscounted cash flows in excess of the carrying amounts of these assets are affected by factors such as the ongoing maintenance and improvements of the assets, changes in economic conditions, changes in usage or operating performance and desirability of the restaurant sites. As we assess the ongoing expected cash flows and carrying amounts of our long-lived assets, significant adverse changes in these factors could cause us to recognize a material loss on impairment.

The Company is exposed to market price fluctuations in beef and other food product prices. Given the historical volatility of beef and other food product prices, this exposure can impact the Company’s food and beverage costs. As the Company typically sets its menu prices in advance of its beef and other food product purchases, the Company cannot quickly react to changing costs of beef and other food items. While the Company regularly reviews its prices, the timing of such reviews may not align with the changes to its beef and other food product purchases, which will result in the Company not being able to pass the increased costs on to its guests as quickly as it incurs the higher costs. To the extent that the Company is unable to pass the increased costs on to its guests through price increases, the Company’s results of operations would be adversely affected. The Company experienced 37% inflation in beef prices in fiscal year 2021 compared to fiscal year 2020. During the third quarter of fiscal year 2021 we negotiated set pricing on approximately 10% of our beef supply from mid-September 2021 through mid-March 2022. Subsequent to the end of the fiscal year the Company negotiated a new forward pricing agreement for approximately 10% of beef volume through mid-August 2022. The market for USDA Prime grade beef is particularly volatile. If prices increase, or the supply of beef is reduced, operating margins could be materially adversely affected. Holding other variables constant, a hypothetical 10% change, including market price fluctuations and general inflation, in beef prices would have an approximate impact on pre-tax earnings ranging from $6.0 million to $7.0 million for fiscal year 2022. 32

~~From~~ Table ~~time to time, the Company enters into purchase price agreements for other lower-volume food products, including poultry and seafood. In the past, certain types~~ of poultry and seafood have experienced fluctuations in availability. Poultry and seafood are also subject to fluctuations in price based on availability, which is often seasonal. If certain types of poultry and seafood are unavailable, or if the Company’s costs increase, the Company’s results of operations could be adversely affected.Contents

~~Effects~~Generally, costs for exit or disposal activities, including restaurant closures, are expensed as incurred. The costs include the cost of ~~Inflation~~disposing of the assets as well as other facility-related expenses from previously closed restaurants. For restaurants operated under operating leases, on the date we commit to a plan to abandon the related ROU asset, we evaluate the ROU asset for potential impairment and determine the go-forward accounting based on requirements in Topic 842.

~~Components~~Valuation ~~of the Company’s operations subject to inflation include food, beverage, lease~~ and ~~labor~~Recoverability ~~costs. The Company’s leases require it to pay taxes, maintenance, repairs, insurance and utilities, all~~ of ~~which~~Goodwill ~~are subject to inflationary increases. The Company believes that general inflation, excluding increases in food, labor~~ and ~~employee~~Franchise health plan costs, has not had a material impact on its results of operations in recent years but could have a material effect in the future. Routinely, governmental entities acted to increase minimum wage rates in jurisdictions where Company-owned restaurants are located, which increases our operating costs. Also, the U.S. government may act to further increase the federal minimum wage rate and/or decrease or eliminate the tip credit which could further increase employee compensation costs and related taxes in 2022 if adopted. The increased minimum wage rates are not expected to materially increase employee compensation and related taxes in fiscal year 2022 compared to fiscal year 2021. If prices increase operating margins could be materially adversely affected. Holding other variables constant, a hypothetical 10% increase in other operating costs would have an approximately impact on pre-tax earnings ranging from $4.0 million to $5.0 million for fiscal year 2022.Rights

33Goodwill and franchise rights arise primarily from our acquisition of franchisee-owned Ruth’s Chris restaurants.

~~Item~~Goodwill 8is not subject to amortization and franchise rights acquired prior to 2008 are also not subject to amortization. ~~FINANCIAL~~Such ~~STATEMENTS~~assets ~~AND~~must ~~SUPPLEMENTARY~~be ~~DATA~~tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The annual testing date for determining whether goodwill and franchise rights are impaired is the last day of the Company’s 48th fiscal week, which in fiscal year 2022 was November 27, 2022. A variety of inherently uncertain estimates, judgments and projections are used in both assessing whether there has been an indicator that an impairment of an intangible asset may have occurred. We performed our annual impairment test of our goodwill and franchise rights using a qualitative assessment. In using the qualitative approach, we evaluated factors, including but not limited to, recent financial performance; forecasts for future cash flows; our stock price and market capitalization; recent impairment tests; legal factors; the business climate; and the competitive environment. If we determine that it is more likely than not that an intangible asset may be impaired, we are required to estimate its fair value. Because similar intangible assets are not bought and sold regularly in public markets, estimates of fair value of our intangible assets are inherently uncertain.

~~The~~We ~~Company’s~~evaluate ~~consolidated~~the ~~financial~~useful ~~statements,~~lives ~~together~~of ~~with~~our ~~the~~intangible ~~related~~assets ~~notes~~to determine if they are definite or indefinite-lived. Reaching a determination on useful life requires significant judgments and ~~report~~assumptions ofregarding ~~independent~~the ~~registered~~future ~~public~~effects ~~accounting~~of ~~firm~~obsolescence, ~~are~~demand, ~~set~~competition, ~~forth~~other ineconomic factors (such as the ~~pages~~stability ~~indicated~~of inthe ~~Item 15~~industry, ~~Exhibits~~legislative action that results in an uncertain or changing regulatory environment, ~~Financial~~and ~~Statement~~expected ~~Schedules~~changes in distribution channels), the level of ~~this~~required ~~Annual~~capital ~~Report~~expenditures, onand ~~Form~~the ~~10-K.~~expected lives of other related groups of assets.

~~Item~~Income 9.Taxes ~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~

~~None~~We account for income taxes in accordance with FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes (Topic 740). Topic 740 establishes financial accounting and reporting standards for the effects of income taxes that result from an enterprise’s activities during the current and preceding years. It requires an asset and liability approach for financial accounting and reporting of income taxes. We recognize deferred tax liabilities and assets for the future consequences of events that have been recognized in our consolidated financial statements or tax returns. In the event the future consequences of differences between financial reporting bases and tax bases of our assets and liabilities resulted in a net deferred tax asset, an evaluation is made of the probability of our ability to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. The realization of such net deferred tax will generally depend on whether we will have sufficient taxable income of an appropriate character within the carry-forward period permitted by the tax law. Without sufficient taxable income to utilize the deductible amounts and carry forwards, the related tax benefits will expire unused. We have evaluated both positive and negative evidence in making a determination as to whether it is more likely than not that all or some portion of the deferred tax asset will not be realized. Measurement of deferred items is based on enacted tax laws.

~~Item 9A. CONTROLS AND PROCEDURES~~ 33

~~Evaluation~~ Table of ~~Disclosure Controls and Procedures~~ Contents

Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 26, 2021Item 7A. QUANTITATIVE ~~Based~~AND onQUALITATIVE ~~that~~DISCLOSURES ~~evaluation,~~ABOUT ~~the~~MARKET Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 26, 2021 to ensure that information required to be disclosed in reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that information required to be disclosed by the Company is accumulated and communicated to the Company’s management to allow timely decisions regarding the required disclosure. RISK

~~Management’s~~Interest ~~Report~~Rate onRisk ~~Internal Control over Financial Reporting~~

~~Management~~The Company is ~~responsible~~exposed to market risk from fluctuations in interest rates. For fixed rate debt, interest rate changes affect the fair market value of such debt but do not impact earnings or cash flows. Conversely for ~~establishing~~variable rate debt, including borrowings under the Company’s credit facility, interest rate changes generally do not affect the fair market value of such debt, but do impact future earnings and ~~maintaining~~cash ~~adequate~~flows, ~~internal~~assuming ~~control~~other ~~over~~factors are held constant. As of December 25, 2022, the Company had $30.0 million in variable rate debt outstanding. The Company currently does not use financial ~~reporting~~instruments to hedge its risk to market fluctuations in interest rates. Holding other variables constant (such as ~~defined~~debt levels), a hypothetical 100 basis point change in ~~Rule~~interest ~~13a~~rates as of December 25, 2022 would be expected to have an impact on pre-~~15(f)~~tax ~~under~~earnings ~~the~~and ~~Exchange~~cash ~~Act).~~flows for fiscal year 2023 of approximately $300 thousand.

~~Management,~~Effects ~~including the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness~~ of ~~the~~Healthcare ~~Company’s~~Inflation internal control over financial reporting as of December 26, 2021. In making this assessment, management applied the criteria based on the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). The Company’s assessment included documenting, evaluating and testing the design and operating effectiveness of the Company’s internal control over financial reporting. Based upon this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 26, 2021.

~~KPMG~~The ~~LLP,~~Company is exposed to market price fluctuations related to the ~~Company’s~~cost ~~independent~~of ~~registered~~providing ~~public~~healthcare ~~accounting~~to ~~firm,~~its ~~has~~employees. ~~audited~~Claim trends are predicted to outpace inflation throughout the ~~consolidated~~upcoming ~~financial~~year. ~~statements~~Pharmacy ~~included~~costs ~~herein~~are also rising in excess of general and ~~issued~~medical ancost ~~audit~~inflation. ~~report~~If onprices increase, or the Company’s ~~internal~~experiences ~~control~~significantly ~~over~~more ~~financial~~claims, ~~reporting~~operating asmargins ofcould ~~December~~be ~~26,~~materially ~~2021~~adversely affected. Holding other variables constant, ~~which~~a ~~follows~~hypothetical 10% fluctuation in healthcare costs would have an approximate impact on pre-tax earnings of approximately $1.0 million for the 2023 fiscal year.

~~Our~~Foreign ~~system~~Currency ofRisk internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with U.S. generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Changes~~The Company believes that fluctuations in ~~Internal~~foreign ~~Control~~exchange ~~over~~rates ~~Financial~~do ~~Reporting~~not present a material risk to its operations. Franchise fee revenue from international locations aggregated $2.8 million in fiscal year 2022, $2.3 million in fiscal year 2021 and $1.9 million in fiscal year 2020.

~~During~~Commodity ~~the~~Price ~~fiscal~~Risk quarter ended December 26, 2021, there was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that in the Company’s judgment has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

34The Company is exposed to market price fluctuations in beef and other food product prices. Given the historical volatility of beef and other food product prices, this exposure can impact the Company’s food and beverage costs. As the Company typically sets its menu prices in advance of its beef and other food product purchases, the Company cannot quickly react to changing costs of beef and other food items. While the Company regularly reviews its prices, the timing of such reviews may not align with the changes to its beef and other food product purchases, which will result in the Company not being able to pass the increased costs on to its guests as quickly as it incurs the higher costs. To the extent that the Company is unable to pass the increased costs on to its guests through price increases, the Company’s results of operations would be adversely affected. The Company experienced 1.4% deflation in beef prices in fiscal year 2022 compared to fiscal year 2021. The market for USDA Prime grade beef is particularly volatile. If prices increase, or the supply of beef is reduced, operating margins could be materially adversely affected. Holding other variables constant, a hypothetical 10% change, including market price fluctuations and general inflation, in beef prices would have an approximate impact on pre-tax earnings ranging from $6.0 million to $7.0 million for fiscal year 2023.

~~Report~~From time to time, the Company enters into purchase price agreements for other lower-volume food products, including poultry and seafood. In the past, certain types of ~~Independent~~poultry ~~Registered~~and ~~Public~~seafood ~~Accounting~~have ~~Firm~~experienced fluctuations in availability. Poultry and seafood are also subject to fluctuations in price based on availability, which is often seasonal. If certain types of poultry and seafood are unavailable, or if the Company’s costs increase, the Company’s results of operations could be adversely affected.

ToEffects ~~the Shareholders and Board~~ of ~~Directors~~Inflation

~~Ruth~~Components of the Company’s ~~Hospitality~~operations ~~Group~~subject to inflation include food, ~~Inc~~beverage, lease and labor costs.: The Company’s leases require it to pay taxes, maintenance, repairs, insurance and utilities, all of which are subject to inflationary increases. Routinely, governmental entities acted to increase minimum wage rates in jurisdictions where Company-owned restaurants are located, which increases our operating costs. Also, the U.S. government may act to further increase the federal minimum wage rate and/or decrease or eliminate the tip credit which could further increase employee compensation costs and related taxes in 2023 if adopted. The increased minimum wage rates are not expected to materially increase employee compensation and related taxes in fiscal year 2023 compared to fiscal year 2022. If prices increase, operating margins could be materially adversely affected. Holding other variables constant, a hypothetical 10% increase in restaurant operating costs, including labor, occupancy and other operating costs, would have an approximate impact on pre-tax earnings ranging from $24.0 million to $25.0 million for fiscal year 2023.

~~Opinion on Internal Control Over Financial Reporting~~ 34

We Table ~~have audited Ruth’s Hospitality Group, Inc. and subsidiaries’ (the Company) internal control over financial reporting as~~ of December 26, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 26, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Contents

~~We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December~~Item ~~26,~~8. FINANCIAL ~~2021~~STATEMENTS ~~and~~AND ~~December~~SUPPLEMENTARY ~~27,~~DATA 2020, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 26, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2022 expressed an unqualified opinion on those consolidated financial statements.

~~Basis~~The ~~for~~Company’s ~~Opinion~~consolidated financial statements, together with the related notes and report of independent registered public accounting firm, are set forth in the pages indicated in Item 15, Exhibits, Financial Statement Schedules, of this Annual Report on Form 10-K.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial ReportingItem 9. CHANGES ~~Our~~IN ~~responsibility~~AND isDISAGREEMENTS toWITH ~~express~~ACCOUNTANTS anON ~~opinion~~ACCOUNTING onAND ~~the~~FINANCIAL ~~Company’s~~DISCLOSURE internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~We conducted our audit in accordance with the standards of the PCAOB~~None. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

~~Definition~~Item 9A. CONTROLS ~~and~~AND ~~Limitations~~PROCEDURES ~~of Internal Control Over Financial Reporting~~

AEvaluation ~~company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability~~ of ~~financial~~Disclosure ~~reporting~~Controls and ~~the~~Procedures preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

~~Because~~Under ofthe ~~its~~supervision ~~inherent~~and ~~limitations,~~with ~~internal~~the ~~control~~participation ~~over~~of ~~financial~~the ~~reporting~~Company’s ~~may~~management, ~~not~~including ~~prevent~~the orChief ~~detect~~Executive ~~misstatements.~~Officer ~~Also~~and the Chief Financial Officer, ~~projections~~the ofCompany ~~any~~conducted an evaluation of the effectiveness toof ~~future~~the ~~periods~~design ~~are~~and ~~subject~~operation toof its disclosure controls and procedures (as defined in Rule 13a-15(e) under the ~~risk~~Exchange Act) as of December 25, 2022. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls ~~may~~and ~~become~~procedures ~~inadequate~~were ~~because~~effective as of ~~changes~~December 25, 2022 to ensure that information required to be disclosed in ~~conditions,~~reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that information required to be disclosed by the ~~degree~~Company ofis ~~compliance~~accumulated ~~with~~and communicated to the ~~policies~~Company’s ormanagement ~~procedures~~to ~~may~~allow ~~deteriorate~~timely decisions regarding the required disclosure.

/Management’s/ ~~KPMG~~Report ~~LLP~~on Internal Control over Financial Reporting

~~Orlando,~~Management ~~Florida~~is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

~~February~~Management, 24including the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 25, 2022 . In making this assessment, management applied the criteria based on the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). The Company’s assessment included documenting, evaluating and testing the design and operating effectiveness of the Company’s internal control over financial reporting. Based upon this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 25, 2022.

35KPMG LLP, the Company’s independent registered public accounting firm, has audited the consolidated financial statements included herein and issued an audit report on the Company’s internal control over financial reporting as of December 25, 2022, which follows.

~~Item~~Our 9Bsystem of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with U.S. ~~OTHER~~generally ~~INFORMATION~~accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~None.~~Changes in Internal Control over Financial Reporting

~~Item 9C. DISCLOSURE~~During ~~REGARDING~~the ~~FOREIGN~~fiscal ~~JURISDICTIONS~~quarter ~~THAT~~ended ~~PREVENT~~December ~~INSPECTIONS~~25, 2022, there was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that in the Company’s judgment has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~Not applicable.~~ 35

36 Table of Contents

~~PART~~Report ~~III~~of Independent Registered Public Accounting Firm

~~Item~~To ~~10.~~the ~~DIRECTORS,~~Shareholders ~~EXECUTIVE~~and ~~OFFICERS~~Board ~~AND~~of ~~CORPORATE GOVERNANCE~~Directors

~~The information required by this Item is incorporated by reference to the Company~~Ruth’s ~~Proxy~~Hospitality ~~Statement~~Group, ~~for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K~~Inc. :

WeOpinion have adopted a Code of Conduct and Business Ethics that applies to our principal executive officer, principal financial officer and principal accounting officer. The text of our Code of Conduct and Business Ethics is posted on ~~our~~Internal ~~website: www.rhgi.com. We~~Control ~~intend~~Over toFinancial disclose future amendments to, or waivers from, certain provisions of the Code of Conduct and Business Ethics on our website within four business days following the date of such amendment or waiver. Stockholders may request a free copy of the Code of Conduct and Business Ethics from: Ruth’s Hospitality Group, Inc., Attention: Corporate Secretary, 1030 West Canton Avenue, Suite 100, Winter Park, Florida 32789. Reporting

~~Item~~We 11have audited Ruth’s Hospitality Group, Inc. ~~EXECUTIVE~~and ~~COMPENSATION~~subsidiaries’ (the Company) internal control over financial reporting as of December 25, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 25, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

~~The~~We ~~information~~also ~~required~~have byaudited, ~~this~~in ~~Item~~accordance iswith ~~incorporated~~the bystandards ~~reference~~of to the Public Company’s ~~Proxy~~Accounting ~~Statement~~Oversight ~~for~~Board (United States) (PCAOB), the ~~2022~~consolidated ~~Annual~~balance ~~Meeting~~sheets of ~~Stockholders~~the toCompany beas ~~filed~~of ~~with~~December ~~the~~25, ~~Securities~~2022 and ~~Exchange~~December ~~Commission~~26, ~~within~~2021, ~~120~~the ~~days~~related ~~after~~consolidated ~~the~~statements ~~end~~of operations, shareholders’ equity, and cash flows for each of the ~~fiscal~~years in the three-year ~~covered~~period byended ~~this~~December ~~Annual~~25, ~~Report~~2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 23, 2023 expressed an unqualified opinion on ~~Form~~those ~~10-K.~~consolidated financial statements.

~~Item~~Basis ~~12.~~for ~~SECURITY~~Opinion ~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~

~~Information~~The ~~about~~Company’s ~~security~~management ~~ownership~~ is ~~incorporated~~responsible byfor ~~reference~~maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s ~~Proxy~~internal ~~Statement~~control ~~for~~over ~~the~~financial ~~2022~~reporting ~~Annual~~based ~~Meeting~~on ofour ~~Stockholders~~audit. toWe beare ~~filed~~a public accounting firm registered with the ~~Securities~~PCAOB and ~~Exchange~~are ~~Commission~~required ~~within~~to ~~120~~be ~~days~~independent ~~after~~with respect to the ~~end~~Company ofin accordance with the ~~fiscal~~U.S. ~~year~~federal ~~covered~~securities bylaws ~~this~~and ~~Annual~~the ~~Report~~applicable onrules ~~Form~~and ~~10-K.~~regulations of the Securities and Exchange Commission and the PCAOB.

~~Information~~We asconducted our audit in accordance with the standards of ~~December~~the ~~26,~~PCAOB. ~~2021~~Those ~~concerning~~standards ~~compensation~~require ~~plans~~that ~~under~~we ~~which~~plan ~~our~~and ~~equity~~perform ~~securities~~the ~~are~~audit ~~authorized~~to ~~for~~obtain ~~issuance~~reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as ~~follows:~~we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

				Number of Securities
				Remaining Available for
				Future Issuance Under an
	Number of Securities to		Weighted-Average	Equity Compensation Plan
	be Issued Upon Exercise		Exercise Price of	(Excluding Securities
Plan Category	of Outstanding Awards		Outstanding Awards	Reflected in Column (a))
	(a)		(b)	(c)
Equity compensation plans approved by stockholders:
Amended and Restated 2005 Long-Term Equity Incentive Plan		40,920	N/A		—
2018 Omnibus Incentive Plan		701,110	N/A		2,015,022

Definition and Limitations of Internal Control Over Financial Reporting

(A company’s internal control over financial reporting is a) ~~The~~process ~~number~~designed to provide reasonable assurance regarding the reliability of ~~securities~~financial toreporting beand ~~issued~~the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes ~~outstanding~~those ~~restricted~~policies ~~stock~~and ~~awards~~procedures ~~made~~that (1) pertain to ~~employees~~the maintenance of records that, in reasonable detail, accurately and ~~officers~~fairly ofreflect the ~~Company~~transactions and ~~outstanding~~dispositions ~~restricted~~of ~~stock~~the ~~units~~assets ~~awarded~~of the company; (2) provide reasonable assurance that transactions are recorded as necessary to ~~non-employee~~permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

~~(b)~~Because ~~The~~of ~~outstanding~~its ~~awards~~inherent inlimitations, ~~column~~internal ~~(a)~~control doover financial reporting may not ~~have~~prevent anor ~~exercise~~detect ~~price~~misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~(c)~~/s/ ~~The~~KPMG ~~total reflects all shares available for grant and could include restricted stock as further described in Note 14 of the accompanying consolidated financial statements.~~LLP

~~Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~Orlando, ~~AND DIRECTOR INDEPENDENCE~~Florida

~~The~~February ~~information~~23, required by this Item is incorporated by reference to the Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. 2023

37 36

~~Item~~ Table ~~14.~~of ~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~Contents

~~The information required by this~~ Item is incorporated by reference to the Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K 9B. OTHER INFORMATION

38None.

~~PART~~Item 9C. IVDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

~~Item~~Not 15applicable. ~~EXHIBIT AND FINANCIAL STATEMENT SCHEDULES~~

~~(a) Financial Statements and Financial Statement Schedules.~~ 37

~~See~~ Table ~~Index~~of to Consolidated Financial Statements appearing on page F-1. All schedules have been omitted because they are not required or applicable or the information is included in the consolidated financial statements or notes thereto. Contents

~~(b)~~PART ~~Exhibits.~~ III

~~See~~Item ~~Exhibit~~10. ~~Index~~DIRECTORS, ~~appearing~~EXECUTIVE onOFFICERS ~~page~~AND 41CORPORATE ~~for a list of exhibits filed with or incorporated by reference as part of this Annual Report on Form 10-K.~~ GOVERNANCE

The information required by this Item ~~16.~~is ~~FORM~~incorporated by reference to the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K ~~SUMMARY~~.

~~None~~We have adopted a Code of Conduct and Business Ethics that applies to our principal executive officer, principal financial officer and principal accounting officer. The text of our Code of Conduct and Business Ethics is posted on our website: www.rhgi.com. We intend to disclose future amendments to, or waivers from, certain provisions of the Code of Conduct and Business Ethics on our website within four business days following the date of such amendment or waiver. Stockholders may request a free copy of the Code of Conduct and Business Ethics from: Ruth’s Hospitality Group, Inc., Attention: Corporate Secretary, 1030 West Canton Avenue, Suite 100, Winter Park, Florida 32789.

39Item 11. EXECUTIVE COMPENSATION

~~EXHIBITS~~The information required by this Item is incorporated by reference to the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

InItem reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements12. ~~The~~SECURITY ~~agreements~~OWNERSHIP ~~contain~~OF ~~representations~~CERTAIN ~~and~~BENEFICIAL ~~warranties~~OWNERS byAND ~~each~~MANAGEMENT ofAND ~~the~~RELATED ~~parties~~STOCKHOLDER ~~to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:~~ MATTERS

•Information ~~should~~about ~~not~~security inownership ~~all~~is ~~instances~~incorporated beby ~~treated~~reference asto ~~categorical~~the ~~statements~~Company’s ofProxy ~~fact,~~Statement ~~but~~for ~~rather~~the as2023 aAnnual ~~way~~Meeting of ~~allocating~~Stockholders to be filed with the ~~risk~~Securities toand ~~one~~Exchange Commission within 120 days after the end of the ~~parties~~fiscal ifyear ~~those~~covered ~~statements~~by ~~prove~~this toAnnual beReport ~~inaccurate;~~on Form 10-K.

•Information ~~have~~as ~~been~~of ~~qualified~~December by25, ~~disclosures~~2022 ~~that~~concerning ~~were~~compensation ~~made~~plans tounder ~~the~~which ~~other~~our ~~party~~equity insecurities ~~connection with the negotiation of the applicable agreement, which disclosures~~ are ~~not~~authorized ~~necessarily~~for ~~reflected~~issuance inwas ~~the~~as ~~agreement;~~follows:

• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

			Number of Securities
			Remaining Available for
			Future Issuance Under an
	Number of Securities to	Weighted-Average	Equity Compensation Plan
	be Issued Upon Exercise	Exercise Price of	(Excluding Securities
Plan Category	of Outstanding Awards	Outstanding Awards	Reflected in Column (a))
	(a)	(b)	(c)
Equity compensation plans approved by stockholders:
Amended and Restated 2005 Long-Term Equity Incentive Plan	30,396	N/A	—
2018 Omnibus Incentive Plan	916,938	N/A	1,654,859

•(a) ~~were~~The ~~made~~number ~~only as~~ of ~~the~~securities ~~date~~to ofbe ~~the~~issued ~~applicable~~includes ~~agreement~~outstanding orrestricted ~~such~~stock ~~other~~awards ~~date~~made orto ~~dates~~employees asand ~~may~~officers beof ~~specified in~~ the ~~agreement~~Company and ~~are~~outstanding ~~subject~~restricted tostock ~~more~~units ~~recent~~awarded ~~developments~~to non-employee directors.

~~Accordingly,~~(b) ~~these~~The ~~representations~~outstanding ~~and~~awards warranties may not describe the actual state of affairs as of the date they were made or at any other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statement, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in ~~this~~column ~~Annual~~(a) ~~Report~~do ~~on Form 10-K~~ not ~~misleading.~~have ~~Additional~~an ~~information~~exercise ~~about the Company may be found elsewhere in this Annual Report on Form 10-K and the Company’s other public files, which are available without charge through the SEC’s website at http://www~~price.~~sec.gov.~~

Exhibit		Description
2.1		Asset Purchase Agreement, dated November 2, 2017, by and among RCSH Operations, Inc., Desert Island Restaurants, L.L.C., Honolulu Steak House, LLC, Maui Steak House LLC, Wailea Steak House LLC, Beachwalk Steak House, LLC, Lava Coast Steak House, LLC, Kauai Steak House, LLC and the individual listed on the signature page thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed November 3, 2017) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Asset Purchase Agreement have been omitted and Ruth’s Hospitality Group Inc. agrees to furnish supplementally a copy of any such omitted schedule to the SEC upon request.).
3.1.1		Certificate of Amended and Restated Certificate of Incorporation of Ruth’s Hospitality Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed March 5, 2010).
3.1.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Ruth’s Hospitality Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 3, 2015).
3.1.3		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Ruth’s Hospitality Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 27, 2016).
3.2		Amended and Restated By-Laws of Ruth’s Hospitality Group, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed October 25, 2019).
4.1		Description of Registrant Securities (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed February 27, 2020).
10.1		License Agreement dated July 16, 1999 between Ruth U. Fertel and the Company (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed April 25, 2005).
10.2*		Amended and Restated 2005 Long-Term Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement filed April 19, 2013).
10.3*		Amendment No. 1 to Amended and Restated 2005 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K filed March 8, 2017).
10.4*		Form of Stock Option Agreement under the Company’s 2005 Long-Term Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.22 of the Company’s Registration Statement on Form S-1 filed August 8, 2005).

(c)

The total reflects all shares available for grant and could include restricted stock as further described in Note 13 of the accompanying consolidated financial statements.

40 38

Exhibit		Description
10.5*		Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K filed March 8, 2017).
10.6*		Form of Restricted Stock Award Agreement (Performance Award) (incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K filed March 8, 2017).
10.7*		Omnibus Amendment to Award Agreements (incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K filed March 8, 2017).
10.8*		Ruth’s Hospitality Group, Inc. 2018 Omnibus Incentive Plan (incorporated by reference to Annex A of the registrant’s Definitive Proxy Statement filed March 30, 2018).
10.9*		Form of Restricted Stock Unit Award Agreement (Director’s Award) under the Company’s 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company Current Report on Form 10-Q filed August 10, 2018).
10.10*		Form of Restricted Stock Award Agreement (Performance Award) under the Company’s 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company Current Report on Form 10-Q filed August 10, 2018).
10.11*		Form of Restricted Stock Award Agreement (Tenure Award) under the Company’s 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 of the Company Current Report on Form 10-Q filed August 10, 2018).
10.12*		Ruth’s Hospitality Group 2018 Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed March 4, 2016).
10.13		Multi-Site Sale Leaseback Purchase Agreement dated August 1, 2008 among the Company, RCSH Operations, LLC, RCSH Operations, Inc. and RHG Kingfish, LLC and Sovereign Investment Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 5, 2008).
10.14		Asset Purchase Agreement, dated May 1, 2019, by and among RCSH Operations, LLC, Marsha Brown Restaurants, L.P., Marsha Brown Restaurants, Inc., M.R. Brown, Inc., Marsha Brown Development Corporation, and Ophelia May LLC, and the individuals listed on the signature page thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed May 1, 2019).
10.15		Amended and Restated Credit Agreement, dated as of October 18, 2021, by and among the Company, the Guarantors, the Lenders and Wells Fargo Bank, National Association, as administrative agent, issuing lender and swingline lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 20, 2021).
10.16*		Terms of Employment/Letter of Understanding and Salary Continuation Agreement dated June 4, 2018, between the Company and Cheryl Henry (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 4, 2018).
10.17*		Terms of Employment/Letter of Understanding and Salary Continuation Agreement dated June 4, 2018, between the Company and Michael P. O’Donnell (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 4, 2018).
10.18*		Retirement, Transition, and Release of Claims Agreement, between the Company and Michael P. O’Donnell (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 9, 2020).
10.19*		Terms of Employment/Letter of Understanding and Salary Continuation Agreement, effective as of October 24, 2018, by and between Ruth’s Hospitality Group, Inc. and Susan G. Mirdamadi (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 25, 2018).
10.20*		Form of Addendum to Employment Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 30, 2020).
10.21*		Terms of Employment/Letter of Understanding and Salary Continuation Agreement, effective as of November 9, 2020, by and between Ruth’s Hospitality Group, Inc. and Kristy Chipman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 12, 2020).

Table of Contents

41Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Exhibit		Description
10.22*		Terms of Employment/Letter of Understanding and Salary Continuation Agreement dated March 1, 2021, between the Company and Marcy Norwood Lynch (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed May 7, 2021).
10.23*		Terms of Employment/Letter of Understanding and Salary Continuation Agreement dated March 1, 2021, between the Company and David Hyatt (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed May 7, 2021).
21.1		Subsidiaries of the Company.
23.1		Consent of KPMG LLP.
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document - The instance document does not appear in the interactive data file because it's XBRL tags are embedded within the Inline XBRL document.
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101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)

The information required by this Item is incorporated by reference to the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

*Item ~~Management~~14. ~~contract~~PRINCIPAL orACCOUNTANT ~~compensatory~~FEES ~~plan~~AND ~~or arrangement~~SERVICES

42The information required by this Item is incorporated by reference to the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

~~SIGNATURES~~ 39

~~Pursuant~~ Table ~~to the requirements~~ of ~~Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~ Contents

~~February~~PART ~~24,~~IV ~~2022~~

~~RUTH’S HOSPITALITY GROUP, INC~~Item 15. EXHIBIT ~~By:~~AND ~~/s/~~FINANCIAL ~~CHERYL~~STATEMENT J.SCHEDULES ~~HENRY Cheryl J. Henry Chairperson of the Board, President and Chief Executive Officer~~

~~Pursuant~~(a) toFinancial ~~the~~Statements ~~requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant~~ and inFinancial ~~the~~Statement ~~capacities and on the dates indicated~~Schedules.

Signatures	Title	Dates
/s/ CHERYL J. HENRY	Chairperson of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)	February 24, 2022
Cheryl J. Henry
/s/ KRISTY CHIPMAN	Executive Vice President, Chief Financial Officer, Principal Accounting Officer and Chief Operating Officer (Principal Financial and Accounting Officer)	February 24, 2022
Kristy Chipman
/s/ ROBIN P. SELATI	Lead Director	February 24, 2022
Robin P. Selati
/s/ GIANNELLA ALVAREZ	Director	February 24, 2022
Giannella Alvarez
/s/ MARY BAGLIVO	Director	February 24, 2022
Mary Baglivo
/s/ CARLA R. COOPER	Director	February 24, 2022
Carla R. Cooper
/s/ STEPHEN M. KING	Director	February 24, 2022
Stephen M. King
/s/ MICHAEL P. O’DONNELL	Director	February 24, 2022
Michael P. O’Donnell
/s/ MARIE L. PERRY	Director	February 24, 2022
Marie L. Perry

See Index to Consolidated Financial Statements appearing on page F-1. All schedules have been omitted because they are not required or applicable or the information is included in the consolidated financial statements or notes thereto.

43(b) Exhibits.

~~RUTH’S~~See ~~HOSPITALITY~~Exhibit ~~GROUP,~~Index ~~INC.~~appearing ~~AND~~on ~~SUBSIDIARIES~~page 40 for a list of exhibits filed with or incorporated by reference as part of this Annual Report on Form 10-K.

~~INDEX~~Item 16. FORM TO10-K ~~CONSOLIDATED~~SUMMARY ~~FINANCIAL STATEMENTS~~

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Shareholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

None.

~~F-1~~ 40

~~Report~~ Table of ~~Independent Registered Public Accounting Firm~~Contents

~~To the Shareholders and Board of Directors~~EXHIBITS

~~Ruth’s~~In ~~Hospitality~~reviewing ~~Group~~the agreements included as exhibits to this report, ~~Inc~~please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

~~Opinion~~• onshould not in all instances be treated as categorical statements of fact, but rather as a way of allocating the ~~Consolidated~~risk ~~Financial~~to ~~Statements~~one of the parties if those statements prove to be inaccurate;

We• have ~~audited~~been ~~the~~qualified ~~accompanying~~by ~~consolidated~~disclosures ~~balance~~that ~~sheets~~were ofmade ~~Ruth’s~~to ~~Hospitality Group, Inc. and subsidiaries (~~the ~~Company)~~other asparty ~~of December 26, 2021 and December 27, 2020, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years~~ in ~~the~~connection ~~three-year~~with ~~period ended December 26, 2021, and~~ the ~~related~~negotiation ~~notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position~~ of the ~~Company~~applicable ~~as of December 26~~agreement, ~~2021~~which ~~and~~disclosures ~~December~~are ~~27,~~not ~~2020,~~necessarily ~~and~~reflected ~~the results of its operations and its cash flows for each of the years~~ in the ~~three-year period ended December 26, 2021, in conformity with U.S. generally accepted accounting principles.~~ agreement;

We• ~~also~~may ~~have~~apply ~~audited, in accordance with the~~ standards of ~~the~~materiality ~~Public~~in ~~Company~~a ~~Accounting~~way ~~Oversight~~that ~~Board~~is ~~(United~~different ~~States)~~from ~~(PCAOB),~~what ~~the~~may ~~Company’s~~be ~~internal~~viewed ~~control over financial reporting~~ as ofmaterial ~~December~~to ~~26,~~you ~~2021,~~or ~~based~~other oninvestors; ~~criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission,~~ and ~~our report dated February 24, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.~~

~~Basis~~• ~~for~~were ~~Opinion~~made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

~~These~~Accordingly, ~~consolidated~~these ~~financial~~representations ~~statements~~and ~~are~~warranties may not describe the ~~responsibility~~actual state of affairs as of the ~~Company’s~~date ~~management.~~they ~~Our~~were ~~responsibility~~made isor toat ~~express~~any another ~~opinion~~time. onWe ~~these~~acknowledge ~~consolidated~~that, ~~financial~~notwithstanding ~~statements~~the ~~based~~inclusion onof ~~our~~the ~~audits.~~foregoing Wecautionary statement, we are aresponsible ~~public~~for ~~accounting~~considering ~~firm~~whether ~~registered~~additional ~~with~~specific ~~the~~disclosures ~~PCAOB~~of ~~and~~material information regarding material contractual provisions are required to bemake ~~independent~~the ~~with~~statements ~~respect~~in tothis Annual Report on Form 10-K not misleading. Additional information about the Company may be found elsewhere in ~~accordance~~this ~~with~~Annual ~~the~~Report ~~U.S. federal~~on ~~securities~~Form ~~laws~~10-K and the ~~applicable~~Company’s ~~rules~~other ~~and~~public ~~regulations~~files, ofwhich ~~the~~are ~~Securities~~available ~~and~~without ~~Exchange~~charge ~~Commission~~through ~~and~~ the ~~PCAOB~~SEC’s website at http://www.sec.gov.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Exhibit		Description

2.1		Asset Purchase Agreement, dated November 2, 2017, by and among RCSH Operations, Inc., Desert Island Restaurants, L.L.C., Honolulu Steak House, LLC, Maui Steak House LLC, Wailea Steak House LLC, Beachwalk Steak House, LLC, Lava Coast Steak House, LLC, Kauai Steak House, LLC and the individual listed on the signature page thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed November 3, 2017) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Asset Purchase Agreement have been omitted and Ruth’s Hospitality Group Inc. agrees to furnish supplementally a copy of any such omitted schedule to the SEC upon request.).

3.1.1		Certificate of Amended and Restated Certificate of Incorporation of Ruth’s Hospitality Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed March 5, 2010).

3.1.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Ruth’s Hospitality Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 3, 2015).

3.1.3		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Ruth’s Hospitality Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 27, 2016).

3.2		Amended and Restated By-Laws of Ruth's Hospitality Group, Inc. (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q filed August 5, 2022).

4.1		Description of Registrant Securities (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed February 27, 2020).

10.1		License Agreement dated July 16, 1999 between Ruth U. Fertel and the Company (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed April 25, 2005).

10.2*		Amended and Restated 2005 Long-Term Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement filed April 19, 2013).

10.3*		Amendment No. 1 to Amended and Restated 2005 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K filed March 8, 2017).

~~Critical Audit Matter~~ 41

~~The~~ Table ~~critical audit matter communicated below is a matter arising from the current period audit~~ of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.Contents

Evaluation of the gift card breakage rate

10.4*		Form of Stock Option Agreement under the Company’s 2005 Long-Term Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.22 of the Company’s Registration Statement on Form S-1 filed August 8, 2005).

10.5*		Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K filed March 8, 2017).

10.6*		Form of Restricted Stock Award Agreement (Performance Award) (incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K filed March 8, 2017).

10.7*		Omnibus Amendment to Award Agreements (incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K filed March 8, 2017).

10.8*		Ruth’s Hospitality Group, Inc. 2018 Omnibus Incentive Plan (incorporated by reference to Annex A of the registrant’s Definitive Proxy Statement filed March 30, 2018).

10.9*		Form of Restricted Stock Unit Award Agreement (Director’s Award) under the Company’s 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company Current Report on Form 10-Q filed August 10, 2018).

10.10*		Form of Restricted Stock Award Agreement (Performance Award) under the Company’s 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company Current Report on Form 10-Q filed August 10, 2018).

10.11*		Form of Restricted Stock Award Agreement (Tenure Award) under the Company’s 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 of the Company Current Report on Form 10-Q filed August 10, 2018).

10.12*		Ruth’s Hospitality Group 2018 Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed March 4, 2016).

10.13		Multi-Site Sale Leaseback Purchase Agreement dated August 1, 2008 among the Company, RCSH Operations, LLC, RCSH Operations, Inc. and RHG Kingfish, LLC and Sovereign Investment Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 5, 2008).

10.14		Asset Purchase Agreement, dated May 1, 2019, by and among RCSH Operations, LLC, Marsha Brown Restaurants, L.P., Marsha Brown Restaurants, Inc., M.R. Brown, Inc., Marsha Brown Development Corporation, and Ophelia May LLC, and the individuals listed on the signature page thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed May 1, 2019).

10.15		Amended and Restated Credit Agreement, dated as of October 18, 2021, by and among the Company, the Guarantors, the Lenders and Wells Fargo Bank, National Association, as administrative agent, issuing lender and swingline lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 20, 2021).

10.16*		Employment Agreement dated August 1, 2022, between the Company and Cheryl J. Henry (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed August 5, 2022)

10.17*		Terms of Employment/Letter of Understanding and Salary Continuation Agreement dated June 4, 2018, between the Company and Michael P. O’Donnell (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 4, 2018).

10.18*		Retirement, Transition, and Release of Claims Agreement, between the Company and Michael P. O’Donnell (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 9, 2020).

10.19*		Terms of Employment/Letter of Understanding and Salary Continuation Agreement, effective as of October 24, 2018, by and between Ruth’s Hospitality Group, Inc. and Susan G. Mirdamadi (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 25, 2018).

10.20*		Form of Addendum to Employment Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 30, 2020).

10.21*		Employment Agreement dated August 1, 2022, between the Company and Kristy Chipman (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 10-Q filed on August 5, 2022)

As discussed in Notes 2(l) and 5 to the consolidated financial statements, the Company’s liability for gift cards sold but not yet redeemed as of December 26, 2021 was $68.7 million. The liability represents the full value of all gift cards sold less the amount the Company has recognized as income for gift cards that are not expected to be redeemed. The portion of gift cards sold to customers which are never redeemed is commonly referred to as gift card breakage. Gift card breakage is estimated based on historical breakage rates, including breakage rates during previous economic recessions, while considering any changes in redemption patterns as a result of the current economic environment. 42

We Table ~~identified the evaluation~~ of the gift card breakage rate as a critical audit matter. Testing the gift card breakage rate involved a high degree of subjectivity, because future gift card usage may be different than historical experience and is subject to inherent uncertainty.Contents

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter. This included controls related to the Company’s gift card process including the gift card issuance and redemption data used to develop the breakage rate. We assessed the Company’s estimated breakage rate, including the underlying gift card issuance and redemption data. We compared an independent acceptable range to the amount recorded by the Company. We compared the historically estimated breakage, including breakage during previous economic recessions and recoveries, against actual breakage to assess the Company’s ability to accurately forecast gift card breakage. We analyzed redemptions as a percentage of sales to identify any changes in redemption patterns as a result of the current economic environment.

10.22*		Employment Agreement dated August 1, 2022 between the Company and Marcy Lynch (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 10-Q filed on August 5, 2022)

10.23*		Employment Agreement dated August 1, 2022 between the Company and David Hyatt (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 10-Q filed on August 5, 2022)

10.24*		Employment Agreement dated November 14, 2022, between the Company and Mark Kupferman

21.1		Subsidiaries of the Company.

23.1		Consent of KPMG LLP.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document - The instance document does not appear in the interactive data file because it's XBRL tags are embedded within the Inline XBRL document.

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101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

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101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)

~~/s/ KPMG~~* Management ~~LLP~~contract or compensatory plan or arrangement

~~We have served as the Company’s auditor since 1994.~~ 43

~~Orlando,~~ Table ~~Florida~~of Contents

~~February~~SIGNATURES ~~24, 2022~~

~~F-2~~Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~RUTH'S~~February ~~HOSPITALITY GROUP~~23, ~~INC. AND SUBSIDIARIES~~2023

~~Consolidated~~RUTH’S ~~Balance~~HOSPITALITY ~~Sheets~~GROUP, INC. By: /s/ CHERYL J. HENRY Cheryl J. Henry Chairperson of the Board, President and Chief Executive Officer

~~(Amounts~~Pursuant into ~~thousands~~the requirements of the Securities Exchange Act of 1934, ~~except~~this ~~share~~report has been signed by the following persons on behalf of the registrant and ~~per~~in ~~share~~the ~~data)~~capacities and on the dates indicated.

	December 26,			December 27,
Signatures	Title		Dates
	2021			2020
/s/ CHERYL J. HENRY	Chairperson of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)		February 23, 2023
Assets
Cheryl J. Henry
Current assets:
/s/ KRISTY CHIPMAN	Executive Vice President, Chief Financial Officer, Principal Accounting Officer and Chief Operating Officer (Principal Financial and Accounting Officer)		February 23, 2023
Cash and cash equivalents	$	92,133		$	95,402
Kristy Chipman
Accounts receivable, less allowance for doubtful accounts 2021 - $106; 2020 - $322		41,588			24,309
/s/ ROBIN P. SELATI	Lead Director		February 23, 2023
Inventory		8,554			6,930
Robin P. Selati
Prepaid expenses and other		3,919			3,653
/s/ GIANNELLA ALVAREZ	Director		February 23, 2023
Total current assets		146,194			130,294
Giannella Alvarez
Property and equipment, net of accumulated depreciation 2021 - $195,853; 2020 - $177,277		121,706			119,887
/s/ MARY BAGLIVO	Director		February 23, 2023
Operating lease right of use assets		173,754			188,386
Mary Baglivo
Goodwill		45,549			45,549
/s/ CARLA R. COOPER	Director		February 23, 2023
Franchise rights, net of accumulated amortization 2021 - $8,779; 2020 - $6,534		42,239			44,484
Carla R. Cooper
Other intangibles, net of accumulated amortization 2021 - $1,698; 2020 - $1,569		4,990			4,114
/s/ STEPHEN M. KING	Director		February 23, 2023
Deferred income taxes		—			8,616
Stephen M. King
Other assets		1,547			1,344
/s/ MICHAEL P. O’DONNELL	Director		February 23, 2023
Total assets	$	535,979		$	542,674
Michael P. O’Donnell
Liabilities and Shareholders' Equity
/s/ MARIE L. PERRY	Director		February 23, 2023
Current liabilities:
Marie L. Perry
Accounts payable	$	11,685		$	4,101
Accrued payroll		17,097			15,344
Accrued expenses		12,924			6,449
Deferred revenue		69,029			59,030
Current operating lease liabilities		17,006			20,854
Other current liabilities		7,674			2,543
Total current liabilities		135,415			108,321
Long-term debt		70,000			115,000
Operating lease liabilities		192,666			209,654
Unearned franchise fees		2,219			2,186
Deferred income taxes		399
Other liabilities		69			69
Total liabilities		400,768			435,230
Commitments and contingencies (Note 11)		—			—
Shareholders' equity:
Common stock, par value $.01 per share; 100,000,000 shares authorized, 33,575,337 shares issued and outstanding at December 26, 2021, 34,256,921 shares issued and outstanding at December 27, 2020		336			343
Additional paid-in capital		68,923			83,424
Retained earnings		65,952			23,677
Treasury stock, at cost; 71,950 shares at December 26, 2021 and December 27, 2020		—			—
Total shareholders' equity		135,211			107,444
Total liabilities and shareholders' equity	$	535,979		$	542,674

~~See accompanying notes to consolidated financial statements.~~ 44

~~F-3~~ Table of Contents

RUTH'’S HOSPITALITY GROUP, INC. AND SUBSIDIARIES

~~Consolidated~~INDEX ~~Statements~~TO ofCONSOLIDATED ~~Operations~~FINANCIAL STATEMENTS

(Dollar amounts in thousands, except share and per share data)

	Page

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations	F-4

Consolidated Statements of Shareholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7

	Fiscal Year Ended
	December 26,			December 27,			December 29,
	2021			2020			2019
Revenues:
Restaurant sales	$	402,015		$	260,763		$	441,361
Franchise income		18,533			11,737			17,879
Other operating income		8,575			5,248			8,786
Total revenues		429,123			277,748			468,026
Costs and expenses:
Food and beverage costs		128,450			75,831			127,597
Restaurant operating expenses		179,671			150,420			214,715
Marketing and advertising		13,464			6,859			15,432
General and administrative costs		32,531			33,248			34,643
Depreciation and amortization expenses		20,487			21,964			21,354
Pre-opening costs		1,894			1,633			1,824
Loss (gain) on lease modifications		1,058			(206	)		—
Loss on impairment		1,854			16,548			—
Total costs and expenses		379,409			306,297			415,565
Operating income (loss)		49,714			(28,549	)		52,461
Other income (expense):
Interest expense, net		(3,478	)		(4,681	)		(2,197	)
Other		102			26			115
Income (loss) from continuing operations before income tax expense		46,338			(33,204	)		50,379
Income tax expense (benefit)		4,063			(7,910	)		8,173
Net income (loss)	$	42,275			(25,294	)	$	42,206
Basic earnings (loss) per common share	$	1.23		$	(0.80	)	$	1.46
Diluted earnings (loss) per common share	$	1.23		$	(0.80	)	$	1.44
Shares used in computing earnings (loss) per common share:
Basic		34,255,966			31,683,920			28,998,382
Diluted		34,468,198			31,683,920			29,376,980
Cash dividends declared per common share	$	—		$	0.15		$	0.52

F-1

~~See~~ Table ~~accompanying~~of ~~notes to consolidated financial statements.~~Contents

~~F-4~~Report of Independent Registered Public Accounting Firm

~~RUTH'S~~To ~~HOSPITALITY~~the ~~GROUP,~~Shareholders ~~INC~~and ~~AND~~Board ~~SUBSIDIARIES~~of Directors

~~Consolidated~~Ruth’s ~~Statements~~Hospitality ofGroup, ~~Shareholders' Equity~~Inc.:

~~(Amounts~~Opinion inon ~~thousands)~~the Consolidated Financial Statements

							Additional
	Common Stock						Paid-in			Retained			Treasury Stock				Shareholders'
	Shares			Value			Capital			Earnings			Shares		Value		Equity
Balance at December 30, 2018		29,269		$	293		$	61,819		$	28,020			72	$	—	$	90,132
Net income		—			—			—			42,206			—		—		42,206
Cash dividends		—			—			—			(15,566	)		—		—		(15,566	)
Repurchase of common stock		(1,149	)		(12	)		(25,806	)		—			—		—		(25,818	)
Shares issued under stock compensation plan net of shares withheld for tax effects		299			3			(3,707	)		—			—		—		(3,704	)
Stock-based compensation		—			—			8,157			—			—		—		8,157
Cumulative effect of a change in accounting principle (Note 4)		—			—			—			(1,261	)		—		—		(1,261	)
Balance at December 29, 2019		28,419			284			40,462			53,399			72		—		94,145
Net loss		—			—			—			(25,294	)		—		—		(25,294	)
Stock issuance		6,455			65			49,493			—			—		—		49,558
Cash dividends		—			—			—			(4,428	)		—		—		(4,428	)
Repurchase of common stock		(902	)		(9	)		(13,217	)		—			—		—		(13,226	)
Shares issued under stock compensation plan net of shares withheld for tax effects		285			3			(1,576	)		—			—		—		(1,573	)
Stock-based compensation		—			—			8,261			—			—		—		8,261
Balance at December 27, 2020		34,257			343			83,424			23,677			72		—		107,444
Net income		—			—			—			42,275			—		—		42,275
Repurchase of common stock		(888	)		(9	)		(16,577	)		—			—		—		(16,586	)
Shares issued under stock compensation plan net of shares withheld for tax effects		205			2			(2,813	)		—			—		—		(2,811	)
Stock-based compensation		—			—			4,888			—			—		—		4,888
Balance at December 26, 2021		33,575		$	336		$	68,923		$	65,952			72	$	—	$	135,211

We have audited the accompanying consolidated balance sheets of Ruth’s Hospitality Group, Inc. and subsidiaries (the Company) as of December 25, 2022 and December 26, 2021, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 25, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 25, 2022 and December 26, 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 25, 2022, in conformity with U.S. generally accepted accounting principles.

~~See~~We ~~accompanying~~also ~~notes~~have toaudited, ~~consolidated~~in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial ~~statements~~reporting as of December 25, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

~~F-5~~Basis for Opinion

~~RUTH'~~These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal ~~HOSPITALITY~~securities ~~GROUP,~~laws ~~INC~~and ~~AND~~the ~~SUBSIDIARIES~~applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Consolidated~~We ~~Statements~~conducted our audits in accordance with the standards of ~~Cash~~the ~~Flows~~PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~(Dollar~~Critical ~~amounts~~Audit ~~in thousands)~~Matter

	Fiscal Year Ended
	December 26,			December 27,			December 29,
	2021			2020			2019
Cash flows from operating activities:
Net income (loss)	$	42,275		$	(25,294	)	$	42,206
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		20,487			21,964			21,354
Deferred income taxes		9,015			(3,688	)		837
Non-cash interest expense		386			346			86
Loss on impairment		1,854			16,548			—
Stock-based compensation expense		4,888			8,261			8,157
Changes in operating assets and liabilities:
Accounts receivable		(18,471	)		1,939			343
Inventories		(1,713	)		1,983			(52	)
Prepaid expenses and other		(265	)		(603	)		(417	)
Other assets		22			(25	)		(150	)
Accounts payable and accrued expenses		15,076			(13,340	)		(2,624	)
Deferred revenue		9,999			6,174			3,761
Operating lease liabilities and assets		(5,782	)		5,530			608
Other liabilities		3,620			290			(1,199	)
Net cash provided by operating activities		81,391			20,085			72,910
Cash flows from investing activities:
Acquisition of property and equipment		(19,651	)		(10,620	)		(31,668	)
Acquisition of franchise restaurant, net of cash acquired		—			—			(18,613	)
Net cash used in investing activities		(19,651	)		(10,620	)		(50,281	)
Cash flows from financing activities:
Principal borrowings on long-term debt		—			85,000			54,000
Principal repayments on long-term debt		(45,000	)		(34,000	)		(31,000	)
Principal borrowings from the CARES Act loan		—			20,000			—
Principal repayments on the CARES Act loan		—			(20,000	)		—
Repurchase of common stock		(16,586	)		(13,226	)		(25,818	)
Net proceeds from the sale of common stock		—			49,558			—
Cash dividend payments		—			(4,428	)		(15,566	)
Tax payments from the vesting of restricted stock and option exercises		(2,811	)		(1,573	)		(3,720	)
Proceeds from the exercise of stock options		—			—			16
Deferred financing costs		(612	)		(961	)		(36	)
Net cash provided by (used in) financing activities		(65,009	)		80,370			(22,124	)
Net increase (decrease) in cash and cash equivalents		(3,269	)		89,835			505
Cash and cash equivalents at beginning of year		95,402			5,567			5,062
Cash and cash equivalents at end of year	$	92,133		$	95,402		$	5,567
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest, net of capitalized interest	$	3,199		$	4,299		$	1,988
Income taxes	$	3,064		$	(1,428	)	$	8,265
Noncash investing and financing activities:
Accrued acquisition of property and equipment	$	2,263		$	72		$	4,374

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

~~See~~Evaluation ~~accompanying~~of ~~notes~~the togift ~~consolidated~~card ~~financial~~breakage ~~statements.~~rate

~~F-6~~As discussed in Notes 2(k) and 4 to the consolidated financial statements, the Company’s liability for gift cards sold but not yet redeemed as of December 25, 2022 was $74.1 million. The liability represents the full value of all gift cards sold less the amount the Company has recognized as income for gift cards that are not expected to be redeemed. The portion of gift cards sold to customers which are never redeemed is commonly referred to as gift card breakage. Gift card breakage is estimated based on historical breakage rates, including breakage rates during previous economic recessions, while considering any changes in redemption patterns as a result of the current economic environment.

~~RUTH’S~~We ~~HOSPITALITY~~identified ~~GROUP,~~the ~~INC~~evaluation of the gift card breakage rate as a critical audit matter. ~~AND~~Testing ~~SUBSIDIARIES~~the gift card breakage rate involved a high degree of subjectivity, because future gift card usage may be different than historical experience and is subject to inherent uncertainty.

~~Notes to Consolidated Financial Statements~~ F-2

~~(1)~~ Table ~~The Company, Organization and Description~~ of ~~Business~~ Contents

~~Ruth’s~~The ~~Hospitality~~following ~~Group,~~are ~~Inc~~the primary procedures we performed to address this critical audit matter. We evaluated the design and ~~its~~tested ~~subsidiaries~~the (operating effectiveness of certain internal controls related to the ~~Company)~~critical ~~operate~~audit ~~Ruth~~matter. This included controls related to the Company’s ~~Chris~~gift ~~Steak~~card ~~House~~process ~~restaurants~~including the gift card issuance and ~~sell~~redemption ~~franchise~~data ~~rights~~used to ~~Ruth~~develop the breakage rate. We assessed the Company’s ~~Chris~~estimated ~~Steak~~breakage ~~House~~rate, ~~franchisees~~including ~~giving~~the underlying gift card issuance and redemption data. We compared an independent acceptable range to the ~~franchisees~~amount recorded by the ~~exclusive~~Company. ~~right~~We compared the historically estimated breakage, including breakage during previous economic recessions and recoveries, against actual breakage to ~~operate~~assess ~~similar~~the ~~restaurants~~Company’s inability to accurately forecast gift card breakage. We analyzed redemptions as a ~~particular~~percentage ~~area~~of ~~designated~~sales to identify any changes in redemption patterns as a result of the ~~franchise~~current ~~agreement~~economic environment.

~~As of December 26, 2021, there were 150 Ruth’~~/s/ KPMG Chris Steak House restaurants, of which 73 were Company-owned, 74 were franchisee-owned, and three locations were operating under contractual agreements. All Company-owned restaurants are located in the United States. The franchisee-owned restaurants include 23 international restaurants in Aruba, Canada, China, Hong Kong, Indonesia, Japan, Mexico, Philippines, Singapore and Taiwan. Two Company-owned Ruth’s Chris Steak House restaurant opened during 2021, in Short Hills, NJ and Lake Grove, NY and three Company-owned Ruth’s Chris Steak House locations were closed in Bellevue, WA, Bethesda, MD and Mauna Lani, HI. Franchisees opened two Ruth’s Chris Steak House locations in Manila, Philippines and Changsha, China.LLP

OnWe ~~July~~have ~~29,~~served ~~2019,~~as the Company ~~completed the acquisition of substantially all of the assets of three franchisee-owned Ruth~~’s ~~Chris~~auditor ~~Steak~~since ~~House restaurants located in Philadelphia, PA, King of Prussia, PA and Garden City, NY (the “MBR Franchise Acquisition”) for a cash purchase price of $18~~1994.6 million. The acquisition was funded with borrowings under the Company’s senior credit facility. The results of operations, financial position and cash flows of the MBR Franchise Acquisition are included in the Company’s consolidated financial statements as of the date of the acquisition. For additional information, see Note 3.

The following table summarizes the changes in the number of Company-owned Ruth’s Chris Steak House restaurants and franchisee-owned restaurants during the thirteen and fifty-two weeks ended December 26Orlando, ~~2021.~~Florida

	13 Weeks Ending												52 Weeks Ending
	December 26, 2021												December 26, 2021
Ruth's Chris Steak House	Company			Franchised			Managed			Total			Company			Franchised			Managed			Total
Beginning of period		73			73			3			149			74			72			3			149
Acquired		0			0			0			0			0			0			0			0
Sold		0			0			0			0			0			0			0			0
New		2			1			0			3			2			2			0			4
Closed		2			0			0			2			3			0			0			3
End of period		73			74			3			150			73			74			3			150
% of total		49	%		49	%		2	%		100	%		49	%		49	%		2	%		100	%

February 23, 2023

~~COVID~~ F-~~19 Impact~~3

Table In March 2020 the World Health Organization declared the novel coronavirus 2019 (COVID-19) a pandemic and the United States declared it a National Public Health Emergency, which has resulted in a significant reduction in revenue at the Company’s restaurants due to mandatory restaurant closures, capacity limitations, social distancing guidelines or other restrictions mandated by governments across the world, including federal, state and local governments in the United States. As a result of these developments, the Company experienced a significant negative impact on its revenues, results of operations and cash flows compared to periods prior to the onset of the pandemic. As of December 26, 2021, all of the Company-owned and -managed restaurants were open. This continues to be an unprecedented event in the Company’s history, and as the COVID-19 pandemic continues to evolve, it remains uncertain how the conditions surrounding COVID-19 will continue to change. The Company could experience macroeconomic impacts arising from the long duration of the COVID-19 pandemic, including labor shortages and supply chain disruptions. The extent to which COVID-19 will continue to impact the Company will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the unknown duration and severity of the COVID-19 pandemic, which may be impacted by variants of the COVID-19 virus and the adoption rate of the COVID-19 vaccines and boosters in the jurisdictions in which the Company operates, the actions taken to contain the impact of COVID-19, and further actions that may be taken to limit the resulting economic impact. Contents

~~Following~~RUTH'S ~~increases~~HOSPITALITY ~~in the number of cases of COVID-19 throughout the United States and a spike in COVID-19 cases as a result of the Omicron variant~~GROUP,

Filing Compare · Ruths Hospitality Group, Inc.