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    Amendment: SEC Form SCHEDULE 13D/A filed by Red Robin Gourmet Burgers Inc.

    2/18/26 4:01:49 PM ET
    $RRGB
    Restaurants
    Consumer Discretionary
    Get the next $RRGB alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 3)


    RED ROBIN GOURMET BURGERS INC

    (Name of Issuer)


    Common Stock, $0.001 par value

    (Title of Class of Securities)


    75689M101

    (CUSIP Number)


    JAMES C. PAPPAS
    JCP INVESTMENT MANAGEMENT, LLC, 1177 West Loop South, Suite 1320
    Houston, TX, 77027
    713-333-5540


    CHRISTOPHER MARTIN
    JUMANA CAPITAL INVESTMENTS LLC, 1717 St. James Place, Suite 335
    Houston, TX, 77056
    281-915-2704


    RYAN NEBEL
    OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
    New York, NY, 10019
    212-451-2300

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    02/13/2026

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    75689M101


    1 Name of reporting person

    JCP Investment Partnership, LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    TEXAS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    776,564.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    776,564.00
    11Aggregate amount beneficially owned by each reporting person

    776,564.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    4.3 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    75689M101


    1 Name of reporting person

    JCP Investment Partners, LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    TEXAS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    776,564.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    776,564.00
    11Aggregate amount beneficially owned by each reporting person

    776,564.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    4.3 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    75689M101


    1 Name of reporting person

    JCP Investment Holdings, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    TEXAS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    776,564.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    776,564.00
    11Aggregate amount beneficially owned by each reporting person

    776,564.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    4.3 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    75689M101


    1 Name of reporting person

    JCP Investment Management, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF, OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    TEXAS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    1,860,668.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    1,860,668.00
    11Aggregate amount beneficially owned by each reporting person

    1,860,668.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    10.4 %
    14Type of Reporting Person (See Instructions)

    IA, OO



    SCHEDULE 13D

    CUSIP No.
    75689M101


    1 Name of reporting person

    Pappas James C
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF, OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    10,567.00
    8Shared Voting Power

    1,860,668.00
    9Sole Dispositive Power

    10,567.00
    10Shared Dispositive Power

    1,860,668.00
    11Aggregate amount beneficially owned by each reporting person

    1,871,235.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    10.4 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    75689M101


    1 Name of reporting person

    Jumana Capital Investments LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    TEXAS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    1,667,906.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    1,667,906.00
    11Aggregate amount beneficially owned by each reporting person

    1,667,906.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    9.3 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    75689M101


    1 Name of reporting person

    Martin Christopher Ross
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF, OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    10,567.00
    8Shared Voting Power

    1,667,906.00
    9Sole Dispositive Power

    10,567.00
    10Shared Dispositive Power

    1,667,906.00
    11Aggregate amount beneficially owned by each reporting person

    1,678,473.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    9.3 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, $0.001 par value
    (b)Name of Issuer:

    RED ROBIN GOURMET BURGERS INC
    (c)Address of Issuer's Principal Executive Offices:

    10000 EAST GEDDES AVENUE, SUITE 500, ENGLEWOOD, COLORADO , 80112.
    Item 3.Source and Amount of Funds or Other Consideration
     
    Item 3 is hereby amended and restated to read as follows: The Shares purchased by JCP Partnership and held in the JCP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 776,564 Shares owned directly by JCP Partnership is approximately $3,687,481, including brokerage commissions. The aggregate purchase price of the 1,084,104 Shares held in the JCP Accounts is approximately $5,426,197, including brokerage commissions. Mr. Pappas has acquired 10,567 Shares upon the vesting of certain restricted stock units ("RSUs") awarded to him in his capacity as a director of the Issuer. Each RSU represents the contingent right to receive, upon vesting of the RSU, one Share. The Shares purchased by Jumana Capital were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,667,906 Shares directly owned by Jumana Capital is approximately $8,429,773, including brokerage commissions. Mr. Martin has acquired 10,567 Shares upon the vesting of certain RSUs awarded to him in his capacity as a director of the Issuer. Each RSU represents the contingent right to receive, upon vesting of the RSU, one Share.
    Item 4.Purpose of Transaction
     
    Item 4 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below). Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer. Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
    Item 5.Interest in Securities of the Issuer
    (a)
    Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 17,964,459 Shares outstanding as of November 6, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025. As of the date hereof, JCP Partnership beneficially owned 776,564 Shares, constituting approximately 4.3% of the Shares outstanding. JCP Partners, as the general partner of JCP Partnership, may be deemed the beneficial owner of the 776,564 Shares owned by JCP Partnership, constituting approximately 4.3% of the Shares outstanding. JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the 776,564 Shares owned by JCP Partnership, constituting approximately 4.3% of the Shares outstanding. As of the date hereof, 1,084,104 Shares were held in the JCP Accounts, constituting approximately 6.0% of the Shares outstanding. JCP Management, as the investment manager of JCP Partnership and the JCP Accounts, may be deemed the beneficial owner of the (i) 776,564 Shares owned by JCP Partnership and (ii) 1,084,104 Shares held in the JCP Accounts, constituting approximately 10.4% of the Shares outstanding. As of the date hereof, Mr. Pappas directly beneficially owned 10,567 Shares, constituting approximately 0.1% of the Shares outstanding. Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 776,564 Shares owned by JCP Partnership and (ii) 1,084,104 Shares held in the JCP Accounts, which, together with the Shares he beneficially owns directly, constitutes an aggregate of 1,871,235 Shares, constituting approximately 10.4% of the Shares outstanding. As of the date hereof, Jumana Capital beneficially owned 1,667,906 Shares, constituting approximately 9.3% of the Shares outstanding. As of the date hereof, Mr. Martin directly beneficially owned 10,567 Shares, constituting approximately 0.1% of the Shares outstanding. Mr. Martin, as the Manager of Jumana Capital, may be deemed the beneficial owner of the 1,667,906 Shares owned by Jumana Capital, which, together with the Shares he beneficially owns directly, constitutes an aggregate of 1,678,473 Shares, constituting approximately 9.3% of the Shares outstanding. Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such group may be deemed to beneficially own the 3,549,708 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 19.8% of the outstanding Shares. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
    (b)
    Item 5(b) is hereby amended and restated to read as follows: Each of JCP Partnership, JCP Partners, JCP Holdings, JCP Management and Mr. Pappas may be deemed to share the power to vote and dispose of the Shares owned by JCP Partnership. Each of JCP Management and Mr. Pappas may be deemed to share the power to vote and dispose of the Shares held in the JCP Accounts. Mr. Pappas has the sole power to vote and dispose of the Shares that he owns directly. Each of Jumana Capital and Mr. Martin may be deemed to share the power to vote and dispose of the Shares directly beneficially owned by Jumana Capital. Mr. Martin has the sole power to vote and dispose of the Shares that he owns directly.
    (c)
    Item 5(c) is hereby amended and restated to read as follows: There have been no transactions in the securities of the Issuer by the Reporting Persons during the past 60 days.
    Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     
    Item 6 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into the Amendment as defined and described in Item 4 above. Mr. Pappas has been awarded 51,946 RSUs in his capacity as a director of the Issuer, 10,567 of which have vested as of the date hereof. Mr. Pappas' remaining 41,379 RSUs vest on the later of (x) fifty weeks following May 22, 2025 and (y) the 2026 Annual Meeting. Mr. Martin has been awarded 51,946 RSUs in his capacity as a director of the Issuer, 10,567 of which have vested as of the date hereof. Mr. Martin's remaining 41,379 RSUs vest on the later of (x) fifty weeks following May 22, 2025 and (y) the 2026 Annual Meeting.
    Item 7.Material to be Filed as Exhibits.
     
    Item 7 is hereby amended to add the following exhibit: 99.1 - Amendment to Cooperation Agreement, dated February 13, 2026 (incorporated by reference to Ex. 10.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on February 13, 2026).

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    JCP Investment Partnership, LP
     
    Signature:/s/ James C. Pappas
    Name/Title:James C. Pappas, Managing Member of JCP Investment Management, LLC, its Investment Manager
    Date:02/18/2026
     
    JCP Investment Partners, LP
     
    Signature:/s/ James C. Pappas
    Name/Title:James C. Pappas, Sole Member of JCP Investment Holdings, LLC, its General Partner
    Date:02/18/2026
     
    JCP Investment Holdings, LLC
     
    Signature:/s/ James C. Pappas
    Name/Title:James C. Pappas, Sole Member
    Date:02/18/2026
     
    JCP Investment Management, LLC
     
    Signature:/s/ James C. Pappas
    Name/Title:James C. Pappas, Managing Member
    Date:02/18/2026
     
    Pappas James C
     
    Signature:/s/ James C. Pappas
    Name/Title:James C. Pappas
    Date:02/18/2026
     
    Jumana Capital Investments LLC
     
    Signature:/s/ Christopher Martin
    Name/Title:Christopher Martin, Manager
    Date:02/18/2026
     
    Martin Christopher Ross
     
    Signature:/s/ Christopher Martin
    Name/Title:Christopher Martin
    Date:02/18/2026
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    ENGLEWOOD, Colo., Sept. 15, 2025 /PRNewswire/ -- Red Robin Gourmet Burgers, Inc. (NASDAQ:RRGB), a full-service restaurant chain serving an innovative selection of high-quality gourmet burgers, bottomless sides and more, in a family-friendly atmosphere, announced today the appointment of Humera Kassem as Chief People Officer, effective September 15. In this role, Kassem will be responsible for overseeing Red Robin's organizational strategy and vision centered on the continued strengthening of Red Robin's culture and the advancement of its recently announced First Choice Plan. "

    9/15/25 8:00:00 AM ET
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    Restaurants
    Consumer Discretionary

    Red Robin Gourmet Burgers, Inc. Announces Leadership Transition

    G.J. Hart to Step Down Following Transformative Tenure as President and Chief Executive Officer  Chairman David A. Pace Appointed as Successor Anthony S. Ackil Appointed as Chairman of the Board  ENGLEWOOD, Colo., April 24, 2025 /PRNewswire/ -- Red Robin Gourmet Burgers, Inc. (NASDAQ:RRGB) ("Red Robin" or the "Company"), a full-service restaurant chain serving an innovative selection of high-quality gourmet burgers in a family-friendly atmosphere, today announced that G.J. Hart will step down as President and Chief Executive Officer. After five-and-a-half years with the Company and the successful implementation of measures to elevate the guest experience and transform Red Robin into an opera

    4/24/25 8:00:00 AM ET
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    Restaurants
    Consumer Discretionary

    Slam Dunk Your Hunger at Red Robin with the New Buzzer Beater Bacon Cheeseburger

    Basketball and burger fans can enjoy this juicy new burger and a bottomless side for a limited time along with offers in Red Robin Royalty® ENGLEWOOD, Colo., Feb. 27, 2025 /PRNewswire/ -- Fans of college basketball and burgers can score big at Red Robin Gourmet Burgers, Inc. (NASDAQ:RRGB) with the ultimate burger for hoops lovers. Double (or triple) your taste buds with the new Buzzer Beater Bacon Cheeseburger, available for a limited time during the college basketball tournament. From March 3 through April 7, guests can dribble and pass their way into Red Robin to indulge in

    2/27/25 8:09:00 AM ET
    $RRGB
    Restaurants
    Consumer Discretionary

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    Red Robin Gourmet Burgers, Inc. to Release Fiscal Fourth Quarter and Full Year 2025 Results on February 25, 2026

    ENGLEWOOD, Colo., Feb. 11, 2026 /PRNewswire/ -- Red Robin Gourmet Burgers, Inc. (NASDAQ:RRGB) ("Red Robin" or the "Company"), a full-service restaurant chain serving an innovative selection of high-quality gourmet burgers in a family-friendly atmosphere, today announced it will release financial results for its fiscal fourth quarter and full year 2025 on Wednesday, February 25, 2026, after the market close, followed by a conference call to discuss these results at 4:30 p.m. ET. The conference call can be accessed live over the phone by dialing 201-689-8560 which will be answered by an operator or by clicking Call Me™. The conference call should be accessed at least 10 minutes prior to its s

    2/11/26 9:00:00 AM ET
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    Restaurants
    Consumer Discretionary

    Red Robin Gourmet Burgers, Inc. Reports Results for the Fiscal Third Quarter Ended October 5, 2025

    ENGLEWOOD, Colo., Nov. 10, 2025 /PRNewswire/ -- Red Robin Gourmet Burgers, Inc. (NASDAQ:RRGB) ("Red Robin" or the "Company"), a full-service restaurant chain serving an innovative selection of high-quality gourmet burgers in a family-friendly atmosphere, today reported financial results for the fiscal third quarter ended October 5, 2025. Highlights for the Fiscal Third Quarter of 2025, Compared to the Fiscal Third Quarter of 2024: Total revenues are $265.1 million, a decrease of $9.5 million.Comparable restaurant revenue(1) decreased 1.2%, including recognition of deferred loyalty revenue. Excluding deferred loyalty revenue, comparable restaurant revenue(1) decreased 1.3%.Net loss is $18.4

    11/10/25 4:05:00 PM ET
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    Restaurants
    Consumer Discretionary

    Red Robin Gourmet Burgers, Inc. Announces Leadership Transitions

    Todd Wilson to Resign as CFO Effective December 12, 2025 Jesse Griffith Promoted to Chief Operations Officer Issues Third-Quarter Financial Outlook ENGLEWOOD, Colo., Nov. 5, 2025 /PRNewswire/ -- Red Robin Gourmet Burgers, Inc. (NASDAQ:RRGB) ("Red Robin" or the "Company"), a full-service restaurant chain serving an innovative selection of high-quality gourmet burgers in a family-friendly atmosphere, today announced that Todd Wilson, Chief Financial Officer, will depart from the company effective December 12, 2025. Red Robin has begun a formal search to identify qualified candidates to fill the CFO position. "On behalf of everyone at Red Robin and our board of directors, I would like to thank

    11/5/25 4:10:00 PM ET
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    Restaurants
    Consumer Discretionary

    $RRGB
    Large Ownership Changes

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    Amendment: SEC Form SC 13D/A filed by Red Robin Gourmet Burgers Inc.

    SC 13D/A - RED ROBIN GOURMET BURGERS INC (0001171759) (Subject)

    12/4/24 7:41:49 PM ET
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    Restaurants
    Consumer Discretionary

    Amendment: SEC Form SC 13G/A filed by Red Robin Gourmet Burgers Inc.

    SC 13G/A - RED ROBIN GOURMET BURGERS INC (0001171759) (Subject)

    11/14/24 9:39:59 AM ET
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    Restaurants
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    Amendment: SEC Form SC 13G/A filed by Red Robin Gourmet Burgers Inc.

    SC 13G/A - RED ROBIN GOURMET BURGERS INC (0001171759) (Subject)

    11/12/24 5:00:55 PM ET
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