Business Context and Reporting Period
Company: Red Robin Gourmet Burgers, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 13, 2026
Principal Executive Offices: Englewood, Colorado
This filing reports the entry into a material definitive agreement regarding corporate governance and board composition.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a governance agreement and does not contain financial performance data.
Material Changes
The primary material change is the execution of an Amended Cooperation Agreement on February 13, 2026, with specific investor groups (JCP Parties and Jumana Parties). Key provisions include:
- Board Re-nominations: The Company agreed to re-nominate James C. Pappas and Christopher Martin for re-election to the Board at the 2026 Annual Meeting of Stockholders.
- Committee Appointment: Following the 2026 Annual Meeting, James C. Pappas will be appointed as Chair of the Finance Committee.
- Board Size Reduction: The Board will take reasonable steps to reduce its size to eight (8) directors until the expiration of the Cooperation Period.
- Investor Commitments: Investor Parties remain subject to standstill and voting commitments.
Guidance, Outlook, and Risks
Cooperation Period: The agreement remains effective until the earlier of:
- 30 calendar days prior to the advance notice deadline for the 2027 Annual Meeting.
- 120 calendar days prior to the first anniversary of the 2026 Annual Meeting.
Investor Verification Checklist
- Verify the full text of the Amended Cooperation Agreement (Exhibit 10.1) for specific voting restrictions and standstill terms.
- Confirm the final composition of the Board following the 2026 Annual Meeting.
- Monitor the timeline for the reduction of the Board to eight directors.
- Review the Company's Form 10-K and 10-Q for financial performance data, as this 8-K contains no financial metrics.