8-K - Red Robin Gourmet Burgers, Inc. | StockGist

AI Analysis

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On February 13, 2026, Red Robin Gourmet Burgers, Inc. amended its Cooperation Agreement with the JCP Parties and Jumana Parties, agreeing to re-nominate James C. Pappas and Christopher Martin to the Board at the 2026 Annual Meeting, appoint Mr. Pappas as Chair of the Finance Committee post-meeting, and reduce Board size to eight directors during the Cooperation Period.

Key Takeaways

1Amended Cooperation Agreement dated February 13, 2026, with JCP Parties (James C. Pappas entities) and Jumana Parties (Christopher Martin entities)

2Re-nomination of James C. Pappas (JCP Designee) and Christopher Martin (Jumana Designee) for 2026 Annual Meeting

3Post-2026 Annual Meeting: James C. Pappas appointed Chair of Finance Committee

4Board size reduced to maximum eight directors from conclusion of 2026 Annual Meeting until end of Cooperation Period

5Cooperation Period ends earlier of 30 days prior to 2027 annual meeting notice deadline or 120 days prior to 2026 Annual Meeting anniversary

6Jumana Parties gain right to acquire additional 1% shares if stock VWAP < $4.00 for five consecutive trading days

7Investor Parties standstill and voting commitments remain in effect

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into Material Definitive Agreement. Amended Cooperation Agreement On February 13, 2026, Red Robin Gourmet Burgers, Inc. (the “Company”) amended the Cooper

Material Agreement

9.01

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Amended Cooperation Agreement, dated February 13, 2026 104 Cover Page Interactive

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Amended Cooperation Agreement
Parties: Red Robin Gourmet Burgers, Inc., JCP Parties, Jumana Parties

•Re-nomination of James C. Pappas and Christopher Martin to Board at 2026 Annual Meeting
•Appointment of James C. Pappas as Chair of Finance Committee immediately following 2026 Annual Meeting
•Board size not greater than eight members from conclusion of 2026 Annual Meeting until expiration of Cooperation Period
•Investor Parties subject to standstill and voting commitments
•Cooperation Period ends on earlier of 30 calendar days prior to 2027 annual meeting advance notice deadline or 120 calendar days prior to first anniversary of 2026 Annual Meeting
•Jumana Parties right to acquire additional 1% of outstanding shares if VWAP < $4.00 for five consecutive trading days

Exhibits (2)

8-K

FORM 8-K

99.1

EXHIBIT 99.1