UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2026
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34851 | 84-1573084 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
10000 E. Geddes Avenue, Suite 500
Englewood, Colorado 80112
(Address of principal executive offices) (Zip Code)
(303) 846-6000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | RRGB | Nasdaq (Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 23, 2026, each of James C. Pappas and Christopher Martin notified Red Robin Gourmet Burgers, Inc. (the “Company”) of his resignation from the board of directors of the Company (the “Board”) and all committees of the Board, to be effective as of October 23, 2026. The decisions of Mr. Pappas and Mr. Martin to resign were not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with the resignations of Mr. Pappas and Mr. Martin, the Board intends to reduce the size of the Board from eight to six directors.
| Item 7.01 | Regulation FD Disclosure. |
On October 27, 2026, the Company issued a joint press release announcing the matters described in Item 5.02 of this Form 8-K. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
As provided in General Instruction B.2 of Form 8-K, the information under this Item 7.01 and Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Red Robin Gourmet Burgers, Inc. Joint Press Release dated October 27, 2026 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 27, 2026 | |||
| RED ROBIN GOURMET BURGERS, INC. | |||
| By: | /s/ Mark Graff | ||
| Name: | Mark Graff | ||
| Title: | Chief Financial Officer | ||
| 3 |