Red Robin Gourmet Burgers Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On November 10, 2025, Red Robin Gourmet Burgers, Inc. (the “Company”) entered into a distribution agreement (the “Distribution Agreement”) with Evercore Group L.L.C. (“Evercore”), pursuant to which the Company may offer and sell, from time to time, through Evercore, shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $40.0 million (the “Shares”).
The Company is not obligated to sell any Shares under the Distribution Agreement. Subject to the terms and conditions of the Distribution Agreement, Evercore will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions specified by the Company. Under the Distribution Agreement, Evercore may sell Shares by any method permitted by law deemed to be an “at the market offering” under Rule 415(a)(4) under the Securities Act of 1933, as amended, or by means of such other sales of the Shares on behalf of the Company as agreed by the Company and Evercore in writing. The Company will pay Evercore a commission of up to 3% of the gross sales price from each sale of Shares and provide Evercore with customary indemnification and contribution rights. The Distribution Agreement may be terminated by Evercore or the Company at any time upon notice to the other party.
The issuance and sale, if any, of the Shares by the Company under the Distribution Agreement will be made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-280228) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 14, 2024 and declared effective on July 5, 2024. The offering is described in the Company’s Prospectus dated July 5, 2024, as supplemented by a Prospectus Supplement dated November 10, 2025, as filed with the SEC on November 10, 2025.
The foregoing description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to the Company, relating to the validity of the Shares being offered pursuant to the Distribution Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On November 10, 2025, the Company issued a press release announcing entry into the Distribution Agreement, pursuant to which the Company may offer and sell, from time to time, through Evercore, Shares having an aggregate offering price of up to $40.0 million. A copy of the press release is attached as Exhibit 99.1.
The information in Item 7.01 and Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Distribution Agreement nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit Number |
Description | |
| 1.1 | Distribution Agreement, dated as of November 10, 2025, by and between Red Robin Gourmet Burgers, Inc. and Evercore Group L.L.C. | |
| 5.1 | Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP. | |
| 23.1 | Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1). | |
| 99.1 | Red Robin Gourmet Burgers, Inc. Press Release dated November 10, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: November 10, 2025
| RED ROBIN GOURMET BURGERS, INC. | |||
| By: | /s/ Todd Wilson | ||
| Name: | Todd Wilson |
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| Title: | Chief Financial Officer |
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