Business Context and Reporting Period
Company: Red Robin Gourmet Burgers, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 10, 2025
Event: Entry into a Material Definitive Agreement (Distribution Agreement) with Evercore Group L.L.C.
Key Financial Metrics
This filing does not report operational financial results (revenue, profit, cash flow, margins, or debt). The primary financial metric disclosed is the authorization for a potential equity offering:
- Maximum Offering Size: Up to $40.0 million in aggregate offering price.
- Instrument: Common Stock, $0.001 par value (Ticker: RRGB).
- Commission: Up to 3% of the gross sales price payable to Evercore.
Material Changes
The Company entered into an "at-the-market" distribution agreement on November 10, 2025. This agreement allows the Company to sell shares through Evercore from time to time based on the Company's instructions. The Company is not obligated to sell any shares under this agreement.
Guidance, Outlook, and Risks
- Offering Method: Sales may be conducted via "at-the-market" offerings under Rule 415(a)(4) or other methods agreed upon in writing.
- Termination: The agreement may be terminated by either the Company or Evercore at any time upon notice.
- Legal Basis: The offering is made pursuant to an effective Form S-3 registration statement (No. 333-280228) declared effective on July 5, 2024.
- Regulatory Note: This report does not constitute an offer to sell or a solicitation of an offer to buy shares in any jurisdiction where such offer would be unlawful.
Investor Verification Checklist
- Verify the current market price of RRGB to assess potential dilution impact if the full $40.0 million is sold.
- Review the full text of the Distribution Agreement (Exhibit 1.1) for specific price, time, or size limits.
- Confirm the Company's current cash position and liquidity needs to understand the urgency of potential sales.
- Monitor future filings for actual sales volumes and proceeds received under this agreement.