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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 25, 2026

Commission File Number 1-10275

BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

75-1914582

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3000 Olympus Blvd

Dallas

75019

(Address of principal executive offices)

(Zip Code)

(972)

980-9917

(Registrant’s telephone number, including area code)

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, $0.10 par value

EAT

NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of April 23, 2026: 42,887,790 shares

BRINKER INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


			Page
PART I. FINANCIAL INFORMATION			3
Item 1. Financial Statements			3
Consolidated Statements of Comprehensive Income (Unaudited) - Thirteen and Thirty-Nine Week Periods Ended March 25, 2026 and March 26, 2025			3
Consolidated Balance Sheets - March 25, 2026 (Unaudited) and June 25, 2025			4
Consolidated Statements of Cash Flows (Unaudited) - Thirty-Nine Week Periods Ended March 25, 2026 and March 26, 2025			5
Consolidated Statements of Shareholders’ Equity (Unaudited) - Thirty-Nine Week Periods Ended March 25, 2026 and March 26, 2025			6
Notes to Consolidated Financial Statements (Unaudited)			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			34
Item 4. Controls and Procedures			34
PART II. OTHER INFORMATION			36
Item 1. Legal Proceedings			36
Item 1A. Risk Factors			36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			36
Item 5. Other Information			36
Item 6. Exhibits			37
SIGNATURES			38

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BRINKER INTERNATIONAL, INC.

Consolidated Statements of Comprehensive Income (Unaudited)

(In millions, except per share amounts)


	Thirteen Week Periods Ended				Thirty-Nine Week Periods Ended
	March 25, 2026		March 26, 2025		March 25, 2026		March 26, 2025
Revenues
Company sales	$	1,455.5	$	1,413.0	$	4,229.7	$	3,886.4
Franchise revenues	14.7		12.1		41.9		35.9
Total revenues	1,470.2		1,425.1		4,271.6		3,922.3
Operating costs and expenses
Food and beverage costs	373.1		353.1		1,088.2		981.3
Restaurant labor	456.4		452.2		1,333.8		1,250.6
Restaurant expenses	358.6		340.9		1,054.7		979.2
Depreciation and amortization	55.0		54.7		163.2		148.7
General and administrative	58.4		58.3		175.3		163.2
Other (gains) and charges	2.1		9.0		3.5		30.0
Total operating costs and expenses	1,303.6		1,268.2		3,818.7		3,553.0
Operating income	166.6		156.9		452.9		369.3
Interest expenses	10.1		13.2		31.3		42.2
Other income, net	(0.2)		(0.1)		(0.8)		(0.7)
Income before income taxes	156.7		143.8		422.4		327.8
Provision for income taxes	28.8		24.7		66.5		51.7
Net income	$	127.9	$	119.1	$	355.9	$	276.1

Basic net income per share	$	2.96	$	2.68	$	8.09	$	6.19

Diluted net income per share	$	2.87	$	2.56	$	7.90	$	5.96

Basic weighted average shares outstanding	43.2		44.4		44.0		44.6

Diluted weighted average shares outstanding	44.5		46.4		45.1		46.4

Other comprehensive income (loss)
Foreign currency translation adjustment	$	(0.1)	$	0.1	$	(0.1)	$	(0.3)

Comprehensive income	$	127.8	$	119.2	$	355.8	$	275.8

See accompanying Notes to Consolidated Financial Statements (Unaudited)

Table of Contents

BRINKER INTERNATIONAL, INC.

Consolidated Balance Sheets

(In millions, except per share amounts)


	Unaudited
	March 25, 2026		June 25, 2025
ASSETS
Current assets
Cash and cash equivalents	$	57.1	$	18.9
Accounts receivable, net	98.2		73.4
Inventories	35.1		35.2
Restaurant supplies	56.6		54.9
Prepaid expenses	23.5		24.6

Total current assets	270.5		207.0
Property and equipment, at cost
Land	46.0		44.9
Buildings and leasehold improvements	1,801.7		1,755.2
Furniture and equipment	906.1		845.3
Construction-in-progress	57.2		71.8
	2,811.0		2,717.2
Less accumulated depreciation and amortization	(1,844.6)		(1,764.5)
Net property and equipment	966.4		952.7
Other assets
Operating lease assets	1,193.3		1,149.1
Goodwill	194.7		194.7
Deferred income taxes, net	76.9		101.4
Intangibles, net	15.9		17.4
Other	54.6		56.3
Total other assets	1,535.4		1,518.9
Total assets	$	2,772.3	$	2,678.6
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	187.9	$	168.5
Gift card liability	57.0		57.2
Accrued payroll	137.4		156.2
Operating lease liabilities	117.0		114.6
Other accrued liabilities	175.9		172.6
Income taxes payable, net	6.2		6.5
Total current liabilities	681.4		675.6
Long-term debt and finance leases, less current installments	424.4		426.0
Long-term operating lease liabilities, less current portion	1,182.8		1,135.3
Other liabilities	77.7		70.8
Commitments and contingencies (Note 7)
Shareholders’ equity
Common stock (250.0 million authorized shares; $0.10 par value; 60.3 million shares issued and 42.9 million shares outstanding at March 25, 2026 and 60.3 million shares issued and 44.5 million shares outstanding at June 25, 2025)	6.0		6.0
Additional paid-in capital	675.3		714.5
Accumulated other comprehensive loss	(6.5)		(6.4)
Retained earnings	542.4		186.5
Treasury stock, at cost (17.4 million shares at March 25, 2026, and 15.8 million shares at June 25, 2025)	(811.2)		(529.7)
Total shareholders’ equity	406.0		370.9
Total liabilities and shareholders’ equity	$	2,772.3	$	2,678.6

See accompanying Notes to Consolidated Financial Statements (Unaudited)

Table of Contents

BRINKER INTERNATIONAL, INC.

Consolidated Statements of Cash Flows (Unaudited)

(In millions)


	Thirty-Nine Week Periods Ended
	March 25, 2026		March 26, 2025
Cash flows from operating activities
Net income	$	355.9	$	276.1
Adjustments to reconcile Net income to Net cash provided by operating activities:
Depreciation and amortization	163.2		148.7
Stock-based compensation	24.0		23.1
Deferred income taxes, net	24.5		12.6
Non-cash other (gains) and charges	6.7		11.6
Net loss on disposal of assets	6.5		8.6
Other	1.4		1.9
Changes in assets and liabilities:
Accounts receivable, net	(14.4)		2.2
Inventories	(0.3)		(1.1)
Restaurant supplies	(3.2)		(2.0)
Prepaid expenses	1.1		0.1
Income taxes	(1.0)		(4.4)
Operating lease assets, net of liabilities	(1.5)		(2.0)
Other assets	0.3		(0.3)
Accounts payable	34.3		8.8
Gift card liability	(0.2)		(5.2)
Accrued payroll	(18.9)		17.7
Other accrued liabilities	(11.3)		(8.6)
Other liabilities	4.7		5.2
Net cash provided by operating activities	571.8		493.0
Cash flows from investing activities
Payments for property and equipment	(173.5)		(185.4)

Proceeds from sale of assets	0.3		—
Insurance recoveries	0.5		—
Net cash used in investing activities	(172.7)		(185.4)
Cash flows from financing activities
Borrowings on revolving credit facility	650.0		670.0
Payments on revolving credit facility	(650.0)		(580.0)
Payments on long-term debt	(18.1)		(366.3)
Purchases of treasury stock	(343.4)		(86.3)
Proceeds from issuance of treasury stock	0.6		8.0
Payments for debt issuance costs	—		(0.1)


Net cash used in financing activities	(360.9)		(354.7)
Net change in cash and cash equivalents	38.2		(47.1)
Cash and cash equivalents at beginning of period	18.9		64.6
Cash and cash equivalents at end of period	$	57.1	$	17.5
Supplemental disclosure of cash flow information:
Income taxes paid, net	$	42.9	$	43.4
Interest paid, net of amounts capitalized	36.4		51.7
Accrued capital expenditures	18.3		30.4

See accompanying Notes to Consolidated Financial Statements (Unaudited)

Table of Contents

BRINKER INTERNATIONAL, INC.

Consolidated Statements of Shareholders’ Equity (Unaudited)

(In millions)


	Thirty-Nine Week Period Ended March 25, 2026
	Common Stock		Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total
Balances at June 25, 2025	$	6.0	$	714.5	$	186.5	$	(529.7)	$	(6.4)	$	370.9
Net income	—		—		99.5		—		—		99.5
Other comprehensive loss	—		—		—		—		(0.1)		(0.1)
Stock-based compensation	—		7.9		—		—		—		7.9
Purchases of treasury stock	—		(32.4)		—		(102.1)		—		(134.5)
Issuances of treasury stock	—		(29.2)		—		29.4		—		0.2
Balances at September 24, 2025	$	6.0	$	660.8	$	286.0	$	(602.4)	$	(6.5)	$	343.9
Net income	—		—		128.5		—		—		128.5
Other comprehensive income	—		—		—		—		0.1		0.1
Stock-based compensation	—		8.1		—		—		—		8.1
Purchases of treasury stock	—		(0.2)		—		(101.1)		—		(101.3)
Issuances of treasury stock	—		(0.4)		—		0.4		—		—
Balances at December 24, 2025	$	6.0	$	668.3	$	414.5	$	(703.1)	$	(6.4)	$	379.3
Net income	—		—		127.9		—		—		127.9
Other comprehensive loss	—		—		—		—		(0.1)		(0.1)

Stock-based compensation	—		8.0		—		—		—		8.0
Purchases of treasury stock	—		(0.3)		—		(109.2)		—		(109.5)
Issuances of treasury stock	—		(0.7)		—		1.1		—		0.4
Balances at March 25, 2026	$	6.0	$	675.3	$	542.4	$	(811.2)	$	(6.5)	$	406.0

See accompanying Notes to Consolidated Financial Statements (Unaudited)

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	Thirty-Nine Week Period Ended March 26, 2025
	Common Stock		Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)		Treasury Stock		Accumulated Other Comprehensive Loss		Total
Balances at June 26, 2024	$	6.0	$	707.8	$	(196.6)	$	(471.5)	$	(6.3)	$	39.4

Net income	—		—		38.5		—		—		38.5
Other comprehensive income	—		—		—		—		0.1		0.1

Stock-based compensation	—		7.1		—		—		—		7.1
Purchases of treasury stock	—		(4.8)		—		(70.3)		—		(75.1)
Issuances of treasury stock	—		(12.2)		—		14.9		—		2.7

Balances at September 25, 2024	$	6.0	$	697.9	$	(158.1)	$	(526.9)	$	(6.2)	$	12.7
Net income	—		—		118.5		—		—		118.5
Other comprehensive loss	—		—		—		—		(0.5)		(0.5)

Stock-based compensation	—		7.2		—		—		—		7.2
Purchases of treasury stock	—		(0.3)		—		(10.1)		—		(10.4)
Issuances of treasury stock	—		(0.3)		—		4.3		—		4.0

Balances at December 25, 2024	$	6.0	$	704.5	$	(39.6)	$	(532.7)	$	(6.7)	$	131.5
Net income	—		—		119.1		—		—		119.1
Other comprehensive income	—		—		—		—		0.1		0.1

Stock-based compensation	—		8.8		—		—		—		8.8
Purchases of treasury stock	—		(0.8)		—		(0.3)		—		(1.1)
Issuances of treasury stock	—		(0.9)		—		1.5		—		0.6
Balances at March 26, 2025	$	6.0	$	711.6	$	79.5	$	(531.5)	$	(6.6)	$	259.0

See accompanying Notes to Consolidated Financial Statements (Unaudited)

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BRINKER INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (Unaudited)

Footnote Index

Note #

Description

Page

Note 1

Basis of Presentation

Note 2

Revenue Recognition

Note 3

Fair Value Measurements

Accrued Liabilities

Leases

Debt

Commitments and Contingencies

Income Taxes

Shareholders’ Equity

Net Income Per Share

Other Gains and Charges

Note 12

Segment Information

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1. BASIS OF PRESENTATION

References to “Brinker,” the “Company,” “we,” “us,” and “our” in this Form 10-Q refer to Brinker International, Inc. and its subsidiaries and any predecessor companies of Brinker International, Inc. Our Consolidated Financial Statements (Unaudited) as of March 25, 2026 and June 25, 2025, and for the thirteen and thirty-nine week periods ended March 25, 2026 and March 26, 2025, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

We own, develop, operate and franchise the Chili’s® Grill & Bar (“Chili’s”) and Maggiano’s Little Italy® (“Maggiano’s”) restaurant brands. As of March 25, 2026, we owned, operated or franchised 1,632 restaurants, consisting of 1,162 Company-owned restaurants and 470 franchised restaurants, located in the United States, 28 other countries and two United States territories. Our restaurant brands, Chili’s and Maggiano’s, are both operating segments and reporting units.

Use of Estimates

The preparation of the Consolidated Financial Statements (Unaudited) is in conformity with generally accepted accounting principles in the United States (“GAAP”) and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements (Unaudited), and the reported amounts of revenues and costs and expenses in the reporting periods. Actual results could differ from those estimates.

The information furnished herein reflects all adjustments (consisting only of normal recurring accruals and adjustments) which are, in our opinion, necessary to fairly state the interim operating results, financial position and cash flows for the respective periods. However, these operating results are not necessarily indicative of the results expected for the full fiscal year. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with GAAP, have been omitted pursuant to SEC rules and regulations. The Notes to Consolidated Financial Statements (Unaudited) should be read in conjunction with the Notes to Consolidated Financial Statements contained in our June 25, 2025 Form 10-K. We believe the disclosures are sufficient for interim financial reporting purposes. All amounts in the Notes to Consolidated Financial Statements (Unaudited) are presented in millions unless otherwise specified.

Foreign Currency Translation

The Foreign currency translation adjustment represents the unrealized impact of translating the financial statements of our Canadian restaurants from their respective functional currency (Canadian dollars) to United States dollars and are reported as a component of Comprehensive income and recorded in Accumulated other comprehensive loss on our Consolidated Balance Sheets (Unaudited).

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances income tax disclosures through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The Company will adopt this ASU in our fiscal 2026 Form 10-K, and management is currently assessing whether to apply the relevant provisions prospectively or retrospectively.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires, for each relevant expense caption on the income statement, detailed disclosure amounts for purchases of inventory, employee compensation, depreciation, and intangible asset amortization. In addition, this ASU requires companies to include amounts already required by GAAP in the same disclosure, provide a qualitative description of remaining amounts not separately disaggregated, and disclose the amount of total selling expenses along with the companies’ definition of selling expenses. The amendment is effective for fiscal years beginning after December 15, 2026, which would require us to adopt the provisions in our fiscal 2028 Form 10-K. The amendments should be

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applied prospectively; however, retrospective application is permitted. Management is currently evaluating this ASU to determine its impact on our disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU modernizes outdated guidance for internal-use software costs to reflect current development practices, including agile and iterative methods, replacing the previous waterfall-based model. The amendments eliminate the requirement to classify costs by development stages (preliminary, application development, and post-implementation) and introduce a principles-based threshold for capitalization. Under the new guidance, capitalization begins when management authorizes and commits funding for the project and it is probable the project will be completed and the software will perform its intended function (probable-to-complete threshold). The amendments are effective for fiscal years beginning after December 15, 2027, which would require us to adopt the provisions as of the beginning of our fiscal year 2029. Management does not expect this ASU to have a material impact on our disclosures.

2. REVENUE RECOGNITION

Deferred Franchise and Development Fees

Our deferred franchise and development fees consist of the unrecognized fees received from franchisees. Recognition of these fees in subsequent periods is based on satisfaction of the contractual performance obligations of the active contracts with franchisees. We also expect to earn subsequent period royalties and advertising fees related to our franchise contracts; however, due to the variability and uncertainty of these future revenues which depend upon a sales-based measure, these future revenues are not yet estimable as the performance obligations remain unsatisfied. Deferred franchise and development fees are classified within Other accrued liabilities for the current portion expected to be recognized within the next 12 months, and Other liabilities for the long-term portion in the Consolidated Balance Sheets (Unaudited).

The following table reflects the changes in deferred franchise and development fees between June 25, 2025 and March 25, 2026:


	Deferred Franchise and Development Fees
Balance as of June 25, 2025	$	9.8
Additions	0.6

Amount recognized to Franchise revenues	(1.5)

Balance as of March 25, 2026	$	8.9

The following table illustrates franchise and development fees expected to be recognized in the future related to performance obligations that were unsatisfied or partially unsatisfied as of March 25, 2026:


Fiscal Year	Franchise and Development Fees Revenue Recognition
Remainder of 2026	$	0.2
2027	0.8
2028	0.7
2029	0.6
2030	0.6
Thereafter	6.0
	$	8.9

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Deferred Gift Card Revenues

Total deferred revenues related to our gift cards include the full value of unredeemed gift card balances less recognized breakage and the unamortized portion of third party fees. The following table reflects the changes in the Gift card liability between June 25, 2025 and March 25, 2026:


	Gift Card Liability

Balance as of June 25, 2025	$	57.2
Gift card sales	99.8
Gift card redemptions recognized to Company sales	(92.9)
Gift card breakage recognized to Company sales	(6.8)
Other	(0.3)
Balance as of March 25, 2026	$	57.0

3. FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date under market conditions. Fair value measurements are categorized in three levels based on the types of significant inputs used, as follows:


Level 1			Quoted prices in active markets for identical assets or liabilities
Level 2			Observable inputs other than quoted prices in active markets for identical assets or liabilities
Level 3			Unobservable inputs that cannot be corroborated by observable market data

Financial Instruments

The fair values of cash and cash equivalents, accounts receivable and accounts payable approximate their carrying amounts because of the short maturity of these items.

The carrying amount of debt outstanding related to our revolving credit facility approximates fair value as the interest rate on this instrument approximates current market rates (Level 2). The fair values of our note are based on quoted market prices and are considered a Level 2 fair value measurement.

The carrying amounts of the note, which are net of unamortized debt issuance costs, and fair value are as follows:


	March 25, 2026				June 25, 2025
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
8.25% notes	$	346.6	$	366.7	$	346.0	$	372.3

Non-Financial Assets

We review the carrying amounts of non-financial assets, primarily long-lived property and equipment, finance lease assets, operating lease assets, reacquired franchise rights, goodwill and transferable liquor licenses annually or when events or circumstances indicate that the fair value may not substantially exceed the carrying amount. We determine the fair values of property and equipment, including finance lease assets, operating lease assets and reacquired franchise rights based on Level 3 fair value measurements. The fair values of transferable liquor licenses are based on prices in the open market for licenses in the same or similar jurisdictions and are categorized as Level 2. We record an impairment charge for the excess of the carrying amount over the fair value. Any impairment charges are included in Other (gains) and charges in the Consolidated Statements of Comprehensive Income (Unaudited). During the thirteen and thirty-nine week periods ended March 25, 2026 and March 26, 2025, no indicators of impairment were identified.

Intangibles, net in the Consolidated Balance Sheets (Unaudited) includes both indefinite-lived intangible assets such as transferable liquor licenses and definite-lived intangible assets such as reacquired franchise rights. Accumulated

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amortization associated with definite-lived intangible assets at March 25, 2026 and June 25, 2025, was $20.6 million and $19.0 million, respectively.

4. ACCRUED LIABILITIES

Other accrued liabilities consist of the following:


	March 25, 2026		June 25, 2025
Insurance	$	43.6	$	39.7
Sales tax	26.2		22.8

Current installments of finance lease obligations	23.8		17.6
Property tax	20.7		25.2
Utilities and services	11.2		10.5
Interest	7.0		13.5
Other	43.4		43.3
	$	175.9	$	172.6

5. LEASES

We typically lease our restaurant facilities through ground leases (where we lease land only, but construct the building and improvements) or retail leases (where we lease the land/retail space and building). In addition to our restaurant facilities, we also lease our corporate headquarters location and certain equipment.

The components of lease expenses included in the Consolidated Statements of Comprehensive Income (Unaudited) were as follows:


	Thirteen Week Periods Ended				Thirty-Nine Week Periods Ended
	March 25, 2026		March 26, 2025		March 25, 2026		March 26, 2025
Operating lease cost	$	47.8	$	45.8	$	142.8	$	137.2
Variable lease cost	18.9		18.0		55.1		51.6
Finance lease amortization	6.6		6.8		19.8		19.3
Finance lease interest	1.5		1.6		4.8		4.7
Short-term lease cost	0.2		0.2		0.6		0.5
Sublease income	(0.3)		(0.3)		(1.0)		(1.1)
Total lease costs, net	$	74.7	$	72.1	$	222.1	$	212.2

Supplemental cash flow information related to leases:


	Thirty-Nine Week Periods Ended
	March 25, 2026		March 26, 2025
Operating lease assets obtained in exchange for operating lease liabilities	$	132.8	$	65.3
Finance lease assets obtained in exchange for finance lease liabilities	22.1		17.2

Finance lease assets are recorded in Property and equipment, at cost, and the net balance as of March 25, 2026 and June 25, 2025 was $87.9 million and $85.8 million, respectively.

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6. DEBT

Long-term debt consists of the following:


	March 25, 2026		June 25, 2025
8.25% notes	$	350.0	$	350.0

Revolving credit facility	—		—
Finance lease obligations	101.6		97.6
Total long-term debt	451.6		447.6
Less: unamortized debt issuance costs	(3.4)		(4.0)
Total long-term debt, less unamortized debt issuance costs	448.2		443.6
Less: current installments of long-term debt(1)	(23.8)		(17.6)
Total long-term debt, less current portion	$	424.4	$	426.0

(1)Current installments of long-term debt consist of finance leases and are recorded within Other accrued liabilities in the Consolidated Balance Sheets (Unaudited). Refer to Note 4 - Accrued Liabilities for further details.

Revolving Credit Facility

The $1.0 billion revolving credit facility matures on May 1, 2030 and bears interest at a rate of SOFR plus an applicable margin of 1.25% to 2.00% and an undrawn commitment fee of 0.20% to 0.30%, both based on a function of our debt-to-cash-flow ratio. As of March 25, 2026, our interest rate was 4.93% consisting of SOFR of 3.68% plus the applicable margin of 1.25%.

As of March 25, 2026, $969.9 million of credit was available under the revolving credit facility. Availability under the revolving credit facility was reduced by a $30.1 million letter of credit as of March 25, 2026. Refer to Note 7 - Commitments and Contingencies for further information about our letters of credit.

8.25% Notes

The indenture for our 8.25% notes contains certain limitations and restrictions on the ability of the Company and its Restricted Subsidiaries (as defined in the indentures) to (i) create liens on Principal Property (as defined in the indenture) and (ii) merge, consolidate or amalgamate with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of their property.

Financial Covenants

Our debt agreements contain various financial covenants that, among other things, require the maintenance of certain leverage ratios. As of March 25, 2026, we were in compliance with our covenants pursuant to the $1.0 billion revolving credit facility and under the terms of the indentures governing our 8.25% notes.

7. COMMITMENTS AND CONTINGENCIES

Lease Commitments and Guarantees

We have, in certain cases, divested brands or sold restaurants to franchisees and have not been released from lease guarantees for the related restaurants. As of March 25, 2026 and June 25, 2025, we have outstanding lease guarantees or are secondarily liable for an estimated $9.0 million and $11.9 million, respectively. These amounts represent the maximum known potential liability of rent payments under the leases, but outstanding rent payments can exist outside of our knowledge as a result of the landlord and tenant relationship being between two third

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parties. These leases have been assigned to the buyers and expire at the end of the respective lease terms, which range from fiscal 2027 through fiscal 2035. In the event of default under a lease by an owner of a divested brand, the indemnity and default clauses in our agreements with such third parties and applicable laws govern our ability to pursue and recover amounts we may pay on behalf of such parties. We have received notices of default and have been named a party in lawsuits pertaining to some of these leases in circumstances where the current lessee did not pay its rent obligations and management is closely monitoring any exposure.

Letters of Credit

We provide letters of credit to various insurers to collateralize obligations for outstanding claims. As of March 25, 2026, we had $34.1 million in undrawn standby letters of credit outstanding. All standby letters of credit are renewable within the next 4 months.

Legal Proceedings

Evaluating contingencies related to litigation is a process involving judgment on the potential outcome of future events, and the ultimate resolution of litigated claims may differ from our current analysis. Accordingly, we review the adequacy of accruals and disclosures pertaining to litigated matters each quarter in consultation with legal counsel and we assess the probability and range of possible losses associated with contingencies for potential accrual in the Consolidated Financial Statements (Unaudited).

We are engaged in various legal proceedings and have certain unresolved claims pending. Liabilities have been established based on our best estimates of our potential liability in certain of these matters. Based upon consultation with legal counsel, management is of the opinion that there are no matters pending or threatened which are expected to have a material adverse effect, individually or in the aggregate, on the consolidated financial condition or results of operations.

8. INCOME TAXES


	Thirty-Nine Week Periods Ended
		March 25, 2026		March 26, 2025
Effective income tax rate		15.7	%	15.8	%

The federal statutory tax rate was 21.0% for the thirty-nine week periods ended March 25, 2026 and March 26, 2025.

The change in the effective income tax rate in the thirty-nine week period ended March 25, 2026 to the thirty-nine week period ended March 26, 2025 is primarily due to significantly higher excess tax benefits from stock based compensation of $12.4 million in fiscal 2026, partially offset by higher Income before income taxes and resulting deleverage of the FICA tip tax credit.

9. SHAREHOLDERS’ EQUITY

Share Repurchases

Our Board of Directors approved a $400.0 million increase in our share repurchase program in August 2025 allowing for a total available authority of $507.0 million. Our share repurchase program is used to return capital to shareholders and to minimize the dilution to our shares outstanding that results from equity compensation grants. We evaluate potential share repurchases under our plan based on several factors, including our cash position, share price, operational liquidity, proceeds from divestitures, borrowings and planned investment and financing needs. Repurchased shares are reflected as an increase in Treasury stock within Shareholder’s equity in the Consolidated Balance Sheets (Unaudited).

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restricted shares. These withheld shares of common stock are not considered common stock repurchases under our authorized common stock repurchase plan. As of March 25, 2026, approximately $207.0 million of share repurchase authorization remains under the current share repurchase program.

Stock-based Compensation

The following table presents restricted share awards granted under the Company’s various equity compensation plans and the related weighted average fair value per share amounts.


	Thirty-Nine Week Periods Ended
	March 25, 2026		March 26, 2025
Restricted share awards
Restricted share awards granted	0.2		0.6
Weighted average fair value per share	$	155.91	$	86.47

10. NET INCOME PER SHARE

Basic net income per share is computed by dividing Net income by the Basic weighted average shares outstanding for the reporting period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For the calculation of Diluted net income per share, the Basic weighted average shares outstanding is increased by the dilutive effect of stock options and restricted share awards. Stock options and restricted share awards with an anti-dilutive effect are not included in the Diluted net income per share calculation. There were no awards excluded from the calculation of diluted net income per share due to anti-dilutive effect for the periods presented. Basic weighted average shares outstanding are reconciled to Diluted weighted average shares outstanding as follows:


	Thirteen Week Periods Ended		Thirty-Nine Week Periods Ended
	March 25, 2026	March 26, 2025	March 25, 2026	March 26, 2025
Basic weighted average shares outstanding	43.2	44.4	44.0	44.6
Dilutive stock options	—	0.1	—	0.1
Dilutive restricted shares	1.3	1.9	1.1	1.7
Total dilutive impact	1.3	2.0	1.1	1.8
Diluted weighted average shares outstanding	44.5	46.4	45.1	46.4

11. OTHER GAINS AND CHARGES

Other (gains) and charges in the Consolidated Statements of Comprehensive Income (Unaudited) consist of the following:


	Thirteen Week Periods Ended				Thirty-Nine Week Periods Ended
	March 25, 2026		March 26, 2025		March 25, 2026		March 26, 2025
Litigation & claims, net	$	0.9	$	2.5	$	2.4	$	11.1
Loss from natural disasters, net (of insurance recoveries)	0.3		—		(2.0)		0.7
Restaurant closure asset write-offs and charges	0.1		0.8		2.2		2.3
Enterprise system implementation costs	—		2.4		—		12.0
Severance and other benefit charges	—		2.0		1.7		2.3
Lease contingencies	—		1.5		—		1.5
Lease modification gain, net	(0.1)		(0.2)		(2.6)		(1.2)
Other	0.9		—		1.8		1.3
	$	2.1	$	9.0	$	3.5	$	30.0

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•Litigation & claims, net primarily relates to claims on alcohol service cases and legal contingencies, and the current year is inclusive of an insurance reimbursement for an extraordinary one-time settlement related to an employment claim.

•Loss from natural disasters, net (of insurance recoveries) primarily relates to proceeds received in the current year related to a fiscal 2021 Winter Storm claim, partially offset by costs incurred related to Winter Storm Fern. The prior year includes costs related to two major hurricanes.

•Restaurant closure asset write-offs and charges includes costs associated with the closure of certain Chili’s and Maggiano’s restaurants in the current year and Chili’s restaurants in the prior year.

•Enterprise system implementation costs primarily consists of software subscription fees and certain other costs prior to implementation and post go-live support of the cloud-based Enterprise Resource Planning (“ERP”) system.

•Severance and other benefit charges relates to changes in our management team and organizational structure.

•Lease contingencies in the prior year include expenses recognized for certain lease guarantees associated with divested brands when we have determined it is probable that the current lessee will default on the lease obligation. Refer to Note 7 - Commitments and Contingencies for additional information about our secondarily liable lease guarantees.

•Lease modification gain, net includes gains related to the reduction of lease liabilities associated with closed Chili’s restaurants, and the current year also includes a lease termination fee received from a landlord at one of these closed restaurants.

12. SEGMENT INFORMATION

Our chief operating decision maker (“CODM”) is the President and Chief Executive Officer. Our CODM uses Operating income as the measure for assessing performance and allocating resources of our segments. Our operating segments are Chili’s and Maggiano’s. The Chili’s segment includes the results of our Company-owned Chili’s restaurants, which are principally located in the United States, within the full-service casual dining segment of the industry. The Chili’s segment also includes results of our Canadian Company-owned restaurants and royalties and other fees from our franchised locations in the United States, 28 other countries and two United States territories. The Maggiano’s segment includes the results of our Company-owned Maggiano’s restaurants in the United States as well as royalties and other fees from our domestic franchise business. Costs related to our restaurant support teams for the Chili’s and Maggiano’s brands, including operations, brand recruiting, finance, marketing, culinary innovation and franchise are included in the results of our operating segments. The Corporate segment includes unallocated costs such as information technology, human capital management, accounting, legal, purchasing, and restaurant development.

Company sales for each operating segment include revenues generated by the operation of Company-owned restaurants including food and beverage sales, net of discounts, delivery service fee income, gift card breakage, digital entertainment revenues, merchandise income, Maggiano’s banquet service charge income, and are net of gift card discount costs from third-party gift card sales. Franchise revenues for each operating segment include royalties, franchise advertising fees, franchise and development fees, and other service fees.

Operating income includes revenues and expenses directly attributable to segment-level results of operations. Restaurant expenses primarily includes restaurant rent, repairs and maintenance, advertising, supplies, utilities, delivery fees, payment processing fees, franchise and property taxes, workers’ compensation and general liability insurance, and to-go supplies.

We do not rely on any major customers as a source of sales, and the customers and long-lived assets of our operating segments are predominantly located in the United States. There were no material transactions between our operating segments.

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The following tables reconcile our segment results to our consolidated results reported in accordance with GAAP:


	Thirteen Week Period Ended March 25, 2026
	Chili's		Maggiano's		Corporate		Consolidated
Company sales	$	1,348.1	$	107.4	$	—	$	1,455.5
Franchise revenues	14.5		0.2		—		14.7
Total revenues	1,362.6		107.6		—		1,470.2

Food and beverage costs	346.2		26.9		—		373.1
Restaurant labor	420.8		35.6		—		456.4
Restaurant expenses	323.6		34.6		0.4		358.6
Depreciation and amortization	47.6		4.6		2.8		55.0
General and administrative	13.2		1.3		43.9		58.4
Other (gains) and charges	1.8		—		0.3		2.1
Total operating costs and expenses	1,153.2		103.0		47.4		1,303.6
Operating income (loss)	209.4		4.6		(47.4)		166.6
Interest expenses	1.3		—		8.8		10.1
Other income, net	(0.1)		—		(0.1)		(0.2)
Income (loss) before income taxes	$	208.2	$	4.6	$	(56.1)	$	156.7


	Thirteen Week Period Ended March 26, 2025
	Chili's		Maggiano's		Corporate		Consolidated
Company sales	$	1,292.2	$	120.8	$	—	$	1,413.0
Franchise revenues	11.9		0.2		—		12.1
Total revenues	1,304.1		121.0		—		1,425.1

Food and beverage costs	324.5		28.6		—		353.1
Restaurant labor	413.1		39.1		—		452.2
Restaurant expenses	304.5		35.8		0.6		340.9
Depreciation and amortization	48.9		3.5		2.3		54.7
General and administrative	12.7		2.5		43.1		58.3
Other (gains) and charges	2.7		0.8		5.5		9.0
Total operating costs and expenses	1,106.4		110.3		51.5		1,268.2
Operating income (loss)	197.7		10.7		(51.5)		156.9
Interest expenses	1.3		0.1		11.8		13.2
Other income, net	—		—		(0.1)		(0.1)
Income (loss) before income taxes	$	196.4	$	10.6	$	(63.2)	$	143.8

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	Thirty-Nine Week Period Ended March 25, 2026
	Chili’s		Maggiano's		Corporate		Consolidated
Company sales	$	3,888.4	$	341.3	$	—	$	4,229.7
Franchise revenues	41.2		0.7		—		41.9
Total revenues	3,929.6		342.0		—		4,271.6

Food and beverage costs	1,002.4		85.8		—		1,088.2
Restaurant labor	1,222.7		111.1		—		1,333.8
Restaurant expenses	943.7		110.2		0.8		1,054.7
Depreciation and amortization	141.8		13.1		8.3		163.2
General and administrative	40.5		5.0		129.8		175.3
Other (gains) and charges	0.1		1.3		2.1		3.5
Total operating costs and expenses	3,351.2		326.5		141.0		3,818.7
Operating income (loss)	578.4		15.5		(141.0)		452.9
Interest expenses	4.0		0.1		27.2		31.3
Other income, net	(0.2)		—		(0.6)		(0.8)
Income (loss) before income taxes	$	574.6	$	15.4	$	(167.6)	$	422.4

Segment assets	$	2,193.2	$	306.9	$	272.2	$	2,772.3


	Thirty-Nine Week Period Ended March 26, 2025
	Chili’s		Maggiano's		Corporate		Consolidated
Company sales	$	3,508.0	$	378.4	$	—	$	3,886.4
Franchise revenues	35.3		0.6		—		35.9
Total revenues	3,543.3		379.0		—		3,922.3

Food and beverage costs	893.7		87.6		—		981.3
Restaurant labor	1,133.1		117.5		—		1,250.6
Restaurant expenses	870.1		107.8		1.3		979.2
Depreciation and amortization	131.2		10.3		7.2		148.7
General and administrative	36.7		7.9		118.6		163.2
Other (gains) and charges	11.8		1.2		17.0		30.0
Total operating costs and expenses	3,076.6		332.3		144.1		3,553.0
Operating income (loss)	466.7		46.7		(144.1)		369.3
Interest expenses	4.2		0.2		37.8		42.2
Other income, net	(0.1)		—		(0.6)		(0.7)
Income (loss) before income taxes	$	462.6	$	46.5	$	(181.3)	$	327.8

Segment assets	$	2,154.3	$	242.9	$	174.7	$	2,571.9

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand our Company, our operations and our current operating environment. For an understanding of the significant factors that influenced our performance during the thirteen and thirty-nine week periods ended March 25, 2026 and March 26, 2025. The MD&A should be read in conjunction with the Consolidated Financial Statements (Unaudited) and related Notes to Consolidated Financial Statements (Unaudited) included in this quarterly report. All amounts within the MD&A are presented in millions unless otherwise specified.

Overview

Operating Environment

Geopolitical and other macroeconomic events have led, and in the future may lead to, wage inflation, staffing challenges, product cost inflation (inclusive of tariffs) and/or disruptions in the supply chain that impact our restaurants’ ability to obtain the products needed to support their operation. Such events could also negatively affect consumer spending potentially reducing guest traffic and/or reducing the average amount guests spend in our restaurants.

Operations Strategy

We are committed to strategies and a Company culture that we believe will grow sales, increase profits, bring back guests and engage team members. Our strategies and culture are intended to strengthen our position in casual dining and grow our core business over time. Our primary brand strategy is to make our guests feel special through great food and quality service so that they return to our restaurants.

Chili’s - Our strategy is to make everyone feel special through a fun atmosphere, delicious food and drinks and Chilihead hospitality. We are making work at Chili’s easier, more fun and more rewarding for our team members so that they are more engaged and provide a better experience for our guests. One way we have done this is by eliminating tasks that were unnecessary and did not add value to our guests. We have also simplified our menu to focus on core equities we believe can help grow sales—burgers, fajitas, Chicken Crispers®, margaritas, and the Triple Dipper®. Our team members can make our core menu items better and more consistently because we have fewer menu items that need to be perfected.

We have a flexible platform of value offerings at both lunch and dinner that we believe is compelling to our guests. Our “3 for Me”® platform allows guests to enjoy a non-alcoholic drink, an appetizer and certain entrées starting at just $10.99. We believe our value offerings will continue to be an important traffic driver in the current economic circumstances and we will continue to highlight this value in our marketing efforts. We have increased menu pricing in other areas in light of the inflationary challenges and we have also improved menu offerings and merchandising to incentivize our guests to purchase higher priced items.

In addition, Chili’s has focused on a seamless digital experience as our guests’ preferences and expectations around dining convenience have evolved in recent years. Investments in our technology and off-premise options have enabled us to provide a faster, more convenient dine-in experience and to offer more To-Go and delivery options for our guests. Our To-Go menu is available through the Chili’s mobile app, chilis.com, our delivery partners DoorDash, Uber Eats and Grubhub, Google Food Ordering or by calling the restaurant directly.

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In dining rooms, we use tabletop devices with functionality for guests to pay at the table, provide guest feedback and interact with our My Chili’s rewards program. Our My Chili’s rewards program offers free chips and salsa or a non-alcoholic beverage to members any time they visit our restaurants and allows us to communicate and advertise to our guests through email and text. Our servers use handheld tablets to place orders for our guests, increasing the efficiency of our team members and allowing orders to reach our kitchen quicker for better service to our guests.

Maggiano’s - At Maggiano’s, the focus is executing to improve performance and operations through the Company’s Back to Maggiano’s strategy. The strategy includes in-flight initiatives across food, service and atmosphere with the aim of revitalizing the brand’s core, serving Italian American favorites with warm and attentive service. While our dining rooms support the majority of our business, we also offer carry-out and delivery options through partnerships with delivery service providers that have made our restaurants more accessible to guests. Our restaurants also have banquet rooms to host large special events, particularly during the holiday season in the second and third quarters of the fiscal year.

Franchise Partnerships - During the thirty-nine week period ended March 25, 2026, there were 20 new franchise restaurant openings and two new development agreements. We plan to strategically pursue expansion of Chili’s internationally through development agreements with new and existing franchise partners.

Company Development - The following table details the number of restaurant openings during the thirteen and thirty-nine week periods ended March 25, 2026 and March 26, 2025, respectively, total full year projected openings in fiscal 2026 and the total restaurants open at each period end:


	Openings During the		Openings During the		Full Year Projected Openings
	Thirteen Week Periods Ended		Thirty-Nine Week Periods Ended			Total Open Restaurants at
	March 25, 2026	March 26, 2025	March 25, 2026	March 26, 2025	Fiscal 2026	March 25, 2026	March 26, 2025
Company-owned restaurants
Chili’s domestic	2	1	5	2	6	1,110	1,109
Chili’s international	—	—	—	—	—	4	4
Maggiano’s domestic	—	—	—	—	—	48	50
Total Company-owned	2	1	5	2	6	1,162	1,163
Franchise restaurants
Chili’s domestic	3	—	3	2	3	100	99
Chili’s international	7	6	17	24	24-27	367	361
Maggiano’s domestic	—	—	—	1	—	3	3
Total franchise	10	6	20	27	27-30	470	463
Total restaurants
Chili’s domestic	5	1	8	4	9	1,210	1,208
Chili’s international	7	6	17	24	24-27	371	365
Maggiano’s domestic	—	—	—	1	—	51	53
Total	12	7	25	29	33-36	1,632	1,626

Additionally, the Company is relocating one Maggiano’s restaurant with an expected opening in the current year.

During the thirty-nine week period ended March 25, 2026, we purchased the land and buildings for two restaurants that were previously leased. As of March 25, 2026, we own property for 56 of the 1,162 Company-owned restaurants and one closed restaurant. The net book values associated with these restaurants included land of $46.0 million and buildings of $24.5 million.

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Revenues

Thirteen and Thirty-Nine Week Periods Ended March 25, 2026 compared to March 26, 2025

Revenues are presented in two separate captions in the Consolidated Statements of Comprehensive Income (Unaudited) to provide more clarity around Company-owned restaurant revenues and operating expenses trends:

•Company sales include revenues generated by the operation of Company-owned restaurants including food and beverage sales, net of discounts, delivery service fee income, gift card breakage, digital entertainment revenues, merchandise income, Maggiano’s banquet service charge income, and are net of gift card discount costs from third-party gift card sales.

•Franchise revenues include royalties, franchise advertising fees, franchise and development fees, and other service fees.

The following is a summary of the change in Total revenues:


	Total Revenues
	Chili’s		Maggiano’s		Total Revenues
Thirteen Week Period Ended March 26, 2025	$	1,304.1	$	121.0	$	1,425.1
Change from:
Comparable restaurant sales	50.7		(5.2)		45.5

Restaurant openings	9.3		—		9.3
Delivery service fee income	0.2		—		0.2
Merchandise income	0.1		—		0.1
Digital entertainment revenues	(0.1)		—		(0.1)




Gift card breakage	(0.9)		(0.1)		(1.0)
Maggiano's banquet income(1)	—		(3.2)		(3.2)
Restaurant closures	(3.4)		(4.9)		(8.3)
Company sales	55.9		(13.4)		42.5
Franchise revenues(2)	2.6		—		2.6
Thirteen Week Period Ended March 25, 2026	$	1,362.6	$	107.6	$	1,470.2

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	Total Revenues
	Chili’s		Maggiano’s		Total Revenues
Thirty-Nine Week Period Ended March 26, 2025	$	3,543.3	$	379.0	$	3,922.3
Change from:
Comparable restaurant sales	366.7		(14.9)		351.8

Restaurant openings	24.9		—		24.9
Delivery service fee income	0.6		—		0.6
Digital entertainment revenues	0.2		—		0.2
Merchandise income	0.1		—		0.1

Gift card discounts	(0.3)		—		(0.3)

Gift card breakage	(1.6)		(0.2)		(1.8)
Maggiano's banquet income(1)	—		(8.9)		(8.9)
Restaurant closures	(10.2)		(13.1)		(23.3)

Company sales	380.4		(37.1)		343.3
Franchise revenues(2)	5.9		0.1		6.0
Thirty-Nine Week Period Ended March 25, 2026	$	3,929.6	$	342.0	$	4,271.6

(1)Maggiano's banquet income decreased primarily due to management’s decision to substantially eliminate banquet service charges at the end of the first quarter of fiscal 2026.

(2)Franchise revenues increased in the thirteen and thirty-nine week periods ended March 25, 2026 compared to March 26, 2025 primarily because of higher royalties. The table below presents sales from our franchisees:


	Thirteen Week Periods Ended				Thirty-Nine Week Periods Ended
	March 25, 2026		March 26, 2025		March 25, 2026		March 26, 2025
Chili's franchisee sales	$	274.1	$	237.4	$	817.6	$	700.1
Maggiano's franchisee sales	4.3		5.0		13.0		12.2

The table below presents the percentage change in comparable restaurant sales and restaurant capacity for the thirteen and thirty-nine week periods ended March 25, 2026 compared to March 26, 2025:


	Percentage Change in the Thirteen Week Period Ended March 25, 2026 versus March 26, 2025
	Comparable Restaurant Sales(1)		Price Impact		Mix-Shift Impact(2)		Traffic Impact		Restaurant Capacity(3)
Company-owned	3.3	%	4.7	%	0.6	%	(2.0)	%	(0.1)	%
Chili’s	4.0	%	4.6	%	0.6	%	(1.2)	%	—	%
Maggiano’s	(4.6)	%	5.2	%	0.6	%	(10.4)	%	(4.0)	%
Franchise(4)	5.7	%
U.S.	5.6	%
International	5.7	%
Chili’s domestic(5)	4.1	%

System-wide(6)	3.6	%

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	Percentage Change in the Thirty-Nine Week Period Ended March 25, 2026 versus March 26, 2025
	Comparable Restaurant Sales(1)		Price Impact		Mix-Shift Impact(2)		Traffic Impact		Restaurant Capacity(3)
Company-owned	9.2	%	4.5	%	1.8	%	2.9	%	(0.4)	%
Chili’s	10.6	%	4.4	%	1.8	%	4.4	%	(0.2)	%
Maggiano’s	(4.3)	%	5.7	%	0.5	%	(10.5)	%	(3.3)	%
Franchise(4)	9.5	%
U.S.	11.7	%
International	8.2	%
Chili’s domestic(5)	10.7	%

System-wide(6)	9.3	%

(1)Comparable Restaurant Sales include all restaurants that have been in operation for more than 18 full months. Restaurants temporarily closed 14 days or more are excluded from Comparable Restaurant Sales. Percentage amounts are calculated based on the comparable periods year-over-year.

(2)Mix-Shift is calculated as the year-over-year percentage change in Company sales resulting from the change in menu items ordered by guests.

(3)Restaurant Capacity is measured by sales weeks and is calculated based on comparable periods year-over-year. No adjustments have been made to capacity for temporary closures.

(4)Franchise sales generated by franchisees are not included in Total revenues in the Consolidated Statements of Comprehensive Income (Unaudited); however, we generate royalty revenues and advertising fees based on franchisee revenues, where applicable. We believe presenting Franchise Comparable Restaurant Sales provides investors relevant information regarding total brand performance.

(5)Chili’s domestic Comparable Restaurant Sales percentages are derived from sales generated by Company-owned and franchise-operated Chili’s restaurants in the United States.

(6)System-wide Comparable Restaurant Sales are derived from sales generated by Chili’s and Maggiano’s Company-owned and franchise-operated restaurants.

Costs and Expenses

Thirteen Week Period Ended March 25, 2026 compared to March 26, 2025

The following is a summary of the changes in Costs and Expenses:


	Thirteen Week Periods Ended								Favorable (Unfavorable) Variance
	March 25, 2026				March 26, 2025
	Dollars		% of Company Sales		Dollars		% of Company Sales		Dollars		% of Company Sales
Food and beverage costs	$	373.1	25.6	%	$	353.1	25.0	%	$	(20.0)	(0.6)	%
Restaurant labor	456.4		31.4	%	452.2		32.0	%	(4.2)		0.6	%
Restaurant expenses	358.6		24.6	%	340.9		24.1	%	(17.7)		(0.5)	%
Depreciation and amortization	55.0				54.7				(0.3)
General and administrative	58.4				58.3				(0.1)
Other (gains) and charges	2.1				9.0				6.9
Interest expenses	10.1				13.2				3.1
Other income, net	(0.2)				(0.1)				0.1

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As a percentage of Company sales:

•Food and beverage costs were unfavorable 0.6%, due to and 1.3% of unfavorable commodity costs primarily driven by higher meat, seafood, and poultry and 0.5% of unfavorable menu item mix, partially offset by 1.2% from favorable menu pricing.

•Restaurant labor was favorable 0.6%, due to 0.5% of sales leverage, 0.4% of lower hourly labor, 0.2% of lower manager bonus, and 0.1% of lower other labor expenses, partially offset by 0.4% of higher manager salaries and 0.2% of higher health insurance.

•Restaurant expenses were unfavorable 0.5%, due to 0.3% of higher repairs and maintenance, 0.3% of higher delivery fees and to-go supplies, 0.2% of higher rent, and 0.2% higher other restaurant expenses, partially offset by 0.5% of sales leverage.

Depreciation and amortization increased $0.3 million as follows:


	Depreciation and Amortization
Thirteen Week Period Ended March 26, 2025	$	54.7
Change from:
Additions for new and existing restaurant assets	13.9
Corporate assets	1.3
Finance leases	(0.2)



Retirements and fully depreciated restaurant assets	(9.5)

Other(1)	(5.2)
Thirteen Week Period Ended March 25, 2026	$	55.0

(1)Other decreased primarily due to accelerated depreciation in the prior year as a result of management’s decision to abandon and replace certain equipment.

General and administrative expenses increased $0.1 million as follows:


	General and Administrative
Thirteen Week Period Ended March 26, 2025	$	58.3
Change from:
Payroll expenses	2.4


Corporate technology initiatives	0.8
Stock-based compensation	(0.8)

Professional fees	(1.3)
Performance-based compensation	(1.4)

Other	0.4
Thirteen Week Period Ended March 25, 2026	$	58.4

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Other (gains) and charges consisted of the following (for further details, refer to Note 11 - Other Gains and Charges):


	Thirteen Week Periods Ended
	March 25, 2026		March 26, 2025
Litigation & claims, net	$	0.9	$	2.5
Loss from natural disasters, net (of insurance recoveries)	0.3		—
Restaurant closure asset write-offs and charges	0.1		0.8
Enterprise system implementation costs	—		2.4
Severance and other benefit charges	—		2.0
Lease contingencies	—		1.5
Lease modification gain, net	(0.1)		(0.2)
Other	0.9		—
	$	2.1	$	9.0

Interest expenses decreased $3.1 million primarily due to the lower average revolver balance during the current year.

Thirty-Nine Week Period Ended March 25, 2026 compared to March 26, 2025

The following is a summary of the changes in Costs and Expenses:


	Thirty-Nine Week Periods Ended								Favorable (Unfavorable) Variance
	March 25, 2026				March 26, 2025
	Dollars		% of Company Sales		Dollars		% of Company Sales		Dollars		% of Company Sales
Food and beverage costs	$	1,088.2	25.7	%	$	981.3	25.2	%	$	(106.9)	(0.5)	%
Restaurant labor	1,333.8		31.5	%	1,250.6		32.2	%	(83.2)		0.7	%
Restaurant expenses	1,054.7		25.0	%	979.2		25.2	%	(75.5)		0.2	%
Depreciation and amortization	163.2				148.7				(14.5)
General and administrative	175.3				163.2				(12.1)
Other (gains) and charges	3.5				30.0				26.5
Interest expenses	31.3				42.2				10.9
Other income, net	(0.8)				(0.7)				0.1

As a percentage of Company sales:

•Food and beverage costs were unfavorable 0.5%, due to 0.9% of unfavorable menu item mix and 0.7% of unfavorable commodity costs primarily driven by meat and seafood, partially offset by 1.1% favorable menu pricing.

•Restaurant labor was favorable 0.7%, due to 1.5% of sales leverage, 0.1% of lower manager bonus, and 0.2% of lower other labor expenses, partially offset by 0.5% of higher hourly labor, 0.4% of higher manager salaries, and 0.2% of higher health insurance.

•Restaurant expenses were favorable 0.2%, due to 1.5% of sales leverage, partially offset by 0.3% of higher advertising, 0.2% of higher delivery fees and to-go supplies, 0.2% of higher repairs and maintenance, 0.2% of higher rent, 0.1% of higher workers' compensation and general liability insurance, and 0.3% of higher other restaurant expenses.

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Depreciation and amortization increased $14.5 million as follows:


	Depreciation and Amortization
Thirty-Nine Week Period Ended March 26, 2025	$	148.7
Change from:
Additions for new and existing restaurant assets	37.9
Corporate assets	2.5
Finance leases	0.5



Retirements and fully depreciated restaurant assets	(20.9)
Other(1)	(5.5)
Thirty-Nine Week Period Ended March 25, 2026	$	163.2

(1)Other decreased primarily due to accelerated depreciation in the prior year as a result of management’s decision to abandon and replace certain equipment.

General and administrative expenses increased $12.1 million as follows:


	General and Administrative
Thirty-Nine Week Period Ended March 26, 2025	$	163.2
Change from:
Payroll expenses	10.5
Corporate technology initiatives	3.8
Stock-based compensation	1.0
Defined contribution plan employer expenses and other benefits	1.7



Professional fees	(2.2)
Performance-based compensation	(5.0)
Other	2.3
Thirty-Nine Week Period Ended March 25, 2026	$	175.3

Other (gains) and charges consisted of the following (for further details, refer to Note 11 - Other Gains and Charges):


	Thirty-Nine Week Periods Ended
	March 25, 2026		March 26, 2025
Litigation & claims, net	$	2.4	$	11.1
Restaurant closure asset write-offs and charges	2.2		2.3
Severance and other benefit charges	1.7		2.3
Enterprise system implementation costs	—		12.0
Lease contingencies	—		1.5
Loss from natural disasters, net (of insurance recoveries)	(2.0)		0.7
Lease modification gain, net	(2.6)		(1.2)


Other	1.8		1.3
	$	3.5	$	30.0

Interest expenses decreased $10.9 million primarily due to the lower average outstanding debt balances.

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Income Taxes


	Thirteen Week Periods Ended				Thirty-Nine Week Periods Ended
	March 25, 2026		March 26, 2025		March 25, 2026		March 26, 2025
Effective income tax rate	18.4	%	17.2	%	15.7	%	15.8	%

The federal statutory tax rate was 21.0% for the thirteen and thirty-nine week periods ended March 25, 2026 and March 26, 2025.

The change in the effective income tax rate in the thirteen week period ended March 25, 2026 to the thirteen week period ended March 26, 2025 is primarily due to higher Income before income taxes and resulting deleverage of the FICA tip tax credit. The change in the effective income tax rate in the thirty-nine week period ended March 25, 2026 to the thirty-nine week period ended March 26, 2025 is primarily due to significantly higher excess tax benefits from stock based compensation of $12.4 million in fiscal 2026, partially offset by higher Income before income taxes and resulting deleverage of the FICA tip tax credit.

H.R. 1., also known as the One Big Beautiful Bill Act (OBBBA), was enacted on July 4, 2025. The legislation included several provisions that impact the timing and magnitude of certain tax deductions, including restoring 100% bonus depreciation for qualifying property. We have applied the key provisions impacting our financial position for the thirteen and thirty-nine week periods ended March 25, 2026, and will continue to assess the potential impacts on our financial position, results of operations and cash flows as additional guidance from the OBBBA is issued.

Segment Results

Chili’s Segment

Thirteen Week Period Ended March 25, 2026 compared to March 26, 2025


	Thirteen Week Periods Ended				Favorable (Unfavorable) Variance		Variance as percentage
	March 25, 2026		March 26, 2025
Company sales	$	1,348.1	$	1,292.2	$	55.9	4.3	%
Franchise revenues	14.5		11.9		2.6		21.8	%
Total revenues	$	1,362.6	$	1,304.1	$	58.5	4.5	%

Chili’s Total revenues increased by 4.5% primarily due to favorable comparable restaurant sales driven by menu pricing, partially offset by lower traffic. Refer to “Revenues” section above for further details about Chili’s revenues changes.

The following is a summary of the changes in Chili’s operating costs and expenses:


	Thirteen Week Periods Ended								Favorable (Unfavorable) Variance
	March 25, 2026				March 26, 2025
	Dollars		% of Company Sales		Dollars		% of Company Sales		Dollars		% of Company Sales
Food and beverage costs	$	346.2	25.7	%	$	324.5	25.1	%	$	(21.7)	(0.6)	%
Restaurant labor	420.8		31.2	%	413.1		32.0	%	(7.7)		0.8	%
Restaurant expenses	323.6		24.0	%	304.5		23.5	%	(19.1)		(0.5)	%
Depreciation and amortization	47.6				48.9				1.3
General and administrative	13.2				12.7				(0.5)
Other (gains) and charges	1.8				2.7				0.9

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As a percentage of Company sales:

•Chili’s Food and beverage costs were unfavorable 0.6%, due to 1.4% of unfavorable commodity costs primarily driven by meat, seafood, and poultry and 0.4% of unfavorable menu item mix, partially offset by 1.2% from favorable menu pricing.

•Chili’s Restaurant labor was favorable 0.8%, due to 0.8% of sales leverage, 0.3% of lower hourly labor, and 0.3% of lower other labor expenses, partially offset by 0.4% of higher manager salaries and 0.2% of higher health insurance.

•Chili’s Restaurant expenses were unfavorable 0.5%, due to 0.4% of higher repairs and maintenance, 0.3% of higher delivery fees and to-go supplies, 0.2% of higher rent, and 0.4% of higher other restaurant expenses, partially offset by 0.7% of sales leverage and 0.1% of lower workers' compensation and general liability insurance.

Chili’s Depreciation and amortization increased $1.3 million as follows:


	Depreciation and Amortization
Thirteen Week Period Ended March 26, 2025	$	48.9
Change from:
Additions for new and existing restaurant assets	12.3

Finance leases	(0.3)
Retirements and fully depreciated restaurant assets	(8.0)
Other(1)	(5.3)
Thirteen Week Period Ended March 25, 2026	$	47.6

(1)Other decreased primarily due to accelerated depreciation in the prior year as a result of management’s decision to abandon and replace certain equipment.

Chili’s General and administrative increased $0.5 million as follows:


	General and Administrative
Thirteen Week Period Ended March 26, 2025	$	12.7
Change from:
Payroll expenses	0.5
Defined contribution plan employer expenses and other benefits	0.3



Performance-based compensation	(0.6)
Other	0.3
Thirteen Week Period Ended March 25, 2026	$	13.2

Chili’s Other (gains) and charges consisted of the following (for further details, refer to Note 11 - Other Gains and Charges):


	Thirteen Week Periods Ended
	March 25, 2026		March 26, 2025
Litigation & claims, net	$	0.9	$	2.0
Loss from natural disasters, net (of insurance recoveries)	0.3		—
Restaurant closure asset write-offs and charges	0.1		0.8



Lease modification gain, net	(0.1)		(0.2)
Other	0.6		0.1
	$	1.8	$	2.7

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Thirty-Nine Week Period Ended March 25, 2026 compared to March 26, 2025


	Thirty-Nine Week Periods Ended				Favorable (Unfavorable) Variance		Variance as percentage
	March 25, 2026		March 26, 2025
Company sales	$	3,888.4	$	3,508.0	$	380.4	10.8	%
Franchise revenues	41.2		35.3		5.9		16.7	%
Total revenues	$	3,929.6	$	3,543.3	$	386.3	10.9	%

Chili’s Total revenues increased by 10.9% primarily due to favorable comparable sales driven by higher traffic, menu pricing, and favorable menu item mix. Refer to “Revenues” section above for further details about Chili’s revenues changes.

The following is a summary of the changes in Chili’s operating costs and expenses:


	Thirty-Nine Week Periods Ended								Favorable (Unfavorable) Variance
	March 25, 2026				March 26, 2025
	Dollars		% of Company Sales		Dollars		% of Company Sales		Dollars		% of Company Sales
Food and beverage costs	$	1,002.4	25.8	%	$	893.7	25.5	%	$	(108.7)	(0.3)	%
Restaurant labor	1,222.7		31.4	%	1,133.1		32.3	%	(89.6)		0.9	%
Restaurant expenses	943.7		24.3	%	870.1		24.8	%	(73.6)		0.5	%
Depreciation and amortization	141.8				131.2				(10.6)
General and administrative	40.5				36.7				(3.8)
Other (gains) and charges	0.1				11.8				11.7

As a percentage of Company sales:

•Chili’s Food and beverage costs were unfavorable 0.3%, due to 0.8% of unfavorable commodity costs primarily driven by higher meat and seafood, 0.6% of unfavorable menu item mix, partially offset by 1.1% from favorable menu pricing.

•Chili’s Restaurant labor was favorable 0.9%, due to 2.1% of sales leverage and 0.1% of lower other labor expenses, partially offset by 0.6% of higher hourly labor, 0.5% of higher manager salaries, and 0.2% of higher health insurance.

•Chili’s Restaurant expenses were favorable 0.5%, due to 1.9% of sales leverage, partially offset by 0.3% of higher advertising, 0.3% of higher delivery fees and to-go supplies, 0.2% of higher repairs and maintenance, 0.2% of higher rent, 0.1% of higher workers' compensation and general liability insurance, and 0.3% of higher other restaurant expenses.

Chili’s Depreciation and amortization increased $10.6 million as follows:


	Depreciation and Amortization
Thirty-Nine Week Period Ended March 26, 2025	$	131.2
Change from:
Additions for new and existing restaurant assets	33.7

Finance leases	0.2
Retirements and fully depreciated restaurant assets	(17.7)
Other(1)	(5.6)
Thirty-Nine Week Period Ended March 25, 2026	$	141.8

(1)Other decreased primarily due to accelerated depreciation in the prior year as a result of management’s decision to abandon and replace certain equipment.

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Chili’s General and administrative increased $3.8 million as follows:


	General and Administrative
Thirty-Nine Week Period Ended March 26, 2025	$	36.7
Change from:
Payroll expenses	1.9
Defined contribution plan employer expenses and other benefits	1.3
Stock-based compensation	0.5


Performance-based compensation	(1.2)
Other	1.3
Thirty-Nine Week Period Ended March 25, 2026	$	40.5

Chili’s Other (gains) and charges consisted of the following (for further details, refer to Note 11 - Other Gains and Charges):


	Thirty-Nine Week Periods Ended
	March 25, 2026		March 26, 2025
Litigation & claims, net	$	2.2	$	8.6
Restaurant closure asset write-offs and charges	1.8		2.3
Loss from natural disasters, net (of insurance recoveries)	(1.9)		0.7
Lease modification gain, net	(2.6)		(1.2)


Other	0.6		1.4
	$	0.1	$	11.8

Maggiano’s Segment

Thirteen Week Period Ended March 25, 2026 compared to March 26, 2025


	Thirteen Week Periods Ended				Favorable (Unfavorable) Variance		Variance as a percentage
	March 25, 2026		March 26, 2025
Company sales	$	107.4	$	120.8	$	(13.4)	(11.1)	%
Franchise revenues	0.2		0.2		—		—	%
Total revenues	$	107.6	$	121.0	$	(13.4)	(11.1)	%

Maggiano’s Total revenues decreased 11.1% primarily due to unfavorable comparable restaurant sales and unfavorable impact of restaurant closures. Unfavorable comparable restaurant sales were driven by lower traffic partially offset by menu pricing. Refer to “Revenues” section above for further details about Maggiano’s revenues changes.

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The following is a summary of the changes in Maggiano’s operating costs and expenses:


	Thirteen Week Periods Ended								Favorable (Unfavorable) Variance
	March 25, 2026				March 26, 2025
	Dollars		% of Company Sales		Dollars		% of Company Sales		Dollars		% of Company Sales
Food and beverage costs	$	26.9	25.0	%	$	28.6	23.7	%	$	1.7	(1.3)	%
Restaurant labor	35.6		33.2	%	39.1		32.4	%	3.5		(0.8)	%
Restaurant expenses	34.6		32.2	%	35.8		29.6	%	1.2		(2.6)	%
Depreciation and amortization	4.6				3.5				(1.1)
General and administrative	1.3				2.5				1.2
Other (gains) and charges	—				0.8				0.8

As a percentage of Company sales:

•Maggiano’s Food and beverage costs were unfavorable 1.3%, due to 1.5% unfavorable menu item mix and 0.8% of unfavorable commodity costs primarily driven by meat, poultry, and seafood, partially offset by lower dairy and 1.0% from favorable menu pricing.

•Maggiano’s Restaurant labor was unfavorable 0.8%, due to 2.1% of sales deleverage and 0.2% of higher health insurance, partially offset by 0.9% of lower hourly labor and 0.6% of lower manager bonus.

•Maggiano’s Restaurant expenses were unfavorable 2.6%, due to 2.5% of sales deleverage, 0.5% of higher delivery fees and to-go supplies, partially offset by 0.3% of lower workers' compensation and general liability insurance and 0.1% of lower other restaurant expenses.

Thirty-Nine Week Period Ended March 25, 2026 compared to March 26, 2025


	Thirty-Nine Week Periods Ended				Favorable (Unfavorable) Variance		Variance as a percentage
	March 25, 2026		March 26, 2025
Company sales	$	341.3	$	378.4	$	(37.1)	(9.8)	%
Franchise revenues	0.7		0.6		0.1		16.7	%
Total revenues	$	342.0	$	379.0	$	(37.0)	(9.8)	%

Maggiano’s Total revenues decreased 9.8% primarily due to unfavorable comparable restaurant sales and unfavorable impact of restaurant closures. Unfavorable comparable restaurant sales were driven by lower traffic, partially offset by menu pricing. Refer to “Revenues” section above for further details about Maggiano’s revenues changes.

The following is a summary of the changes in Maggiano’s operating costs and expenses:


	Thirty-Nine Week Periods Ended								Favorable (Unfavorable) Variance
	March 25, 2026				March 26, 2025
	Dollars		% of Company Sales		Dollars		% of Company Sales		Dollars		% of Company Sales
Food and beverage costs	$	85.8	25.1	%	$	87.6	23.2	%	$	1.8	(1.9)	%
Restaurant labor	111.1		32.6	%	117.5		31.1	%	6.4		(1.5)	%
Restaurant expenses	110.2		32.3	%	107.8		28.5	%	(2.4)		(3.8)	%
Depreciation and amortization	13.1				10.3				(2.8)
General and administrative	5.0				7.9				2.9
Other (gains) and charges	1.3				1.2				(0.1)

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As a percentage of Company sales:

•Maggiano’s Food and beverage costs were unfavorable 1.9%, due to 2.5% of unfavorable menu item mix and 0.5% of unfavorable commodity costs primarily driven by higher meat and seafood, partially offset by lower dairy and 1.1% from favorable menu pricing.

•Maggiano’s Restaurant labor was unfavorable 1.5%, due to 1.7% of sales deleverage, 0.2% of higher health insurance, and 0.4% of higher other labor expenses, partially offset by 0.5% of lower manager bonus and 0.3% of lower hourly labor.

•Maggiano’s Restaurant expenses were unfavorable 3.8%, due to 2.0% of sales deleverage, 0.7% of higher delivery fees and to-go supplies, 0.5% of higher advertising, 0.3% of higher workers' compensation and general liability insurance, and 0.3% of higher repairs and maintenance.

Liquidity and Capital Resources

Cash Flows

Cash Flows from Operating Activities


	Thirty-Nine Week Periods Ended				Favorable (Unfavorable) Variance
	March 25, 2026		March 26, 2025
Net cash provided by operating activities	$	571.8	$	493.0	$	78.8

Net cash provided by operating activities increased due to an increase in operating income and a decrease in interest paid, partially offset by an increase in payments of performance-based compensation and the timing of other operational receipts and payments.

Cash Flows from Investing Activities


	Thirty-Nine Week Periods Ended				Favorable (Unfavorable) Variance
	March 25, 2026		March 26, 2025






Net cash used in investing activities	$	(172.7)	$	(185.4)	$	12.7

Net cash used in investing activities decreased compared to the prior year primarily due to decreased spend on restaurant and IT equipment and capital maintenance, partially offset by increased spend on Maggiano’s reimages and the construction of new restaurants.


	Thirty-Nine Week Periods Ended				Favorable (Unfavorable) Variance
	March 25, 2026		March 26, 2025








Net cash used in financing activities	$	(360.9)	$	(354.7)	$	(6.2)

Net cash used in financing activities increased slightly due to an increase in share repurchase activity in fiscal 2026 compared to fiscal 2025 and a decrease in proceeds received from stock option exercises, partially offset by a decrease in net repayments of long-term debt primarily due to the payoff of our $350.0 million 5.00% notes in the prior year.

Debt

Our $1.0 billion revolving credit facility, as amended, matures on May 1, 2030 and bears interest at a rate of SOFR plus an applicable margin of 1.25% to 2.00% and an undrawn commitment fee of 0.20% to 0.30%, both based on a function of our debt-to-cash-flow ratio. As of March 25, 2026, our interest rate was 4.93% consisting of SOFR of 3.68% plus the applicable margin of 1.25%. As of March 25, 2026, $969.9 million of credit was available under the revolving credit facility. Availability under the revolving credit facility was reduced by a $30.1 million letter of

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credit as of March 25, 2026. Refer to Note 7 - Commitments and Contingencies for further information about our letters of credit.

As of March 25, 2026, the Company had $350.0 million principal amount of 8.25% senior notes which mature in fiscal 2031. The notes are callable beginning July 15, 2026 at the Company’s option, at a redemption price equal to 100.0% of the principal amount redeemed plus an applicable premium if redeemed prior to July 15, 2028 ranging from 4.125% to 2.063%, and accrued and unpaid interest. Management is actively assessing the potential for an early redemption of the notes and may pursue such a transaction in the near term, subject to prevailing market conditions, available liquidity, and the Company’s strategic objectives.

As of March 25, 2026, we were in compliance with our covenants pursuant to the $1.0 billion revolving credit facility and under the terms of the indentures governing our 8.25% notes. We expect to remain in compliance with our covenants during the remainder of fiscal 2026.

Share Repurchase Program

In the thirty-nine week period ended March 25, 2026, we repurchased 2.5 million shares of our common stock for $343.4 million, including 2.2 million shares purchased for $300.0 million as part of our share repurchase program and 0.3 million shares purchased from team members to satisfy tax withholding obligations on the vesting of restricted shares. These withheld shares of common stock are not considered common stock repurchases under our authorized common stock repurchase plan. As of March 25, 2026, approximately $207.0 million of share repurchase authorization remains under the current share repurchase program.

Cash Flow Outlook

Based on the current level of operations, we believe that our current cash and cash equivalents, coupled with cash generated from operations and availability under our existing revolving credit facility will be adequate to meet our capital expenditure and working capital needs for at least the next twelve months.

Future Commitments and Contractual Obligations

During the first quarter of fiscal 2026, we entered into long-term purchase obligations for various marketing programs, primarily media purchases. Payments remaining under these contracts are $4.5 million in fiscal 2026, $21.2 million in fiscal 2027, $21.1 million in fiscal 2028, and $4.4 million in fiscal 2029.

Critical Accounting Estimates

The preparation of the financial statements in conformity with GAAP requires us to make estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent liabilities. Actual results could differ from these estimates. Our critical accounting estimates have not changed materially from those previously reported in our Annual Report on Form 10-K for the fiscal year ended June 25, 2025.

Recent Accounting Pronouncements

The impact of recent accounting pronouncements can be found at Note 1 - Basis of Presentation in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I, Item 1 of this Form 10-Q report.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

The terms of our revolving credit facility require us to pay interest on outstanding borrowings at SOFR plus an applicable margin based on a function of our debt-to-cash flow ratio. As of March 25, 2026, there was no outstanding balance on the revolving credit facility which is our only debt instrument with a variable interest rate.

Commodity Price Risk

We purchase food and other commodities for use in our operations based on market prices established with our suppliers. While our purchasing commitments partially mitigate the risk of such fluctuations, there is no assurance that supply and demand factors such as disease, inclement weather, tariffs, or recent geopolitical unrest, will not cause the prices of the commodities used in our restaurant operations to fluctuate. The aggregate impact of these and other factors contributed to cost inflation in recent years. Additionally, if there is a time lag between increasing commodity prices and our ability to increase menu prices or if we believe a commodity price increase to be short in duration and we choose not to pass on the cost increases, our short-term financial results could be negatively affected.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective.

INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the thirteen week period ended March 25, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

Information and statements contained in this Form 10-Q, in our other filings with the Securities and Exchange Commission (“SEC”) or in our written and verbal communications that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend all forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally accompanied by words like “believes,” “anticipates,” “estimates,” “predicts,” “expects,” “plans,” “intends,” “projects,” “continues” and other similar expressions that convey uncertainty about future events or outcomes. All forward-looking statements are made only based on our current plans and expectations as of the date such statements are made, and except as required by law, we undertake no obligation to update forward-looking statements to reflect events or circumstances arising after the date such statements are made. Forward-looking statements are neither predictions nor guarantees of future events or performance and are subject to risks and uncertainties which could cause actual results to differ materially from our historical results or from those projected in forward-looking statements.

The forward-looking statements contained in this Form 10-Q report are subject to the risks and uncertainties described in Part I, Item IA “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 25, 2025, and below in Part II, Item 1A “Risk Factors” in this report on Form 10-Q, as well as the risks and uncertainties that generally apply to all businesses. We further caution that it is not possible to identify all risks and uncertainties, and you should not consider the identified factors as a complete list of all risks and uncertainties. Such risks and uncertainties include, among other things, the impact of general economic conditions, including inflation, on economic activity and on our operations; disruptions on our business including consumer demand, costs, product mix, our strategic initiatives, operations, technology and assets, and our financial performance; the impact of current

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and potential tariffs and trade barriers; the impact of competition, including competitors employing our same strategies or discounting their offerings; changes in consumer preferences, including shifts in their brand preferences; consumer perception of food safety; reduced consumer discretionary spending; governmental regulations; the effectiveness of the Company's business strategy plan; loss of key management personnel; failure to hire and retain high-quality restaurant management and team members; increasing regulation surrounding wage inflation and competitive labor markets; the impact of social media, including the potential governmental ban of platforms used by the Company in its marketing initiatives; reputational damage or unfavorable publicity for our brands, which may result from actions of franchisees not within our control; reliance on technology and third party delivery providers; failure to protect the security of data of our guests and team members; product availability and supply chain disruptions; regional business and economic conditions; volatility in consumer, commodity, transportation, labor, currency and capital markets; litigation; franchisee success; technology failures; failure to protect our intellectual property; outsourcing; impairment of goodwill or assets; failure to maintain effective internal control over financial reporting; downgrades in credit ratings; changes in estimates regarding our assets; actions of activist shareholders; our pursuit of or failure to comply with new environmental and sustainability requirements; our pursuit of or failure to achieve any goals, targets or objectives with respect to sustainability matters; adverse weather conditions; terrorist acts; cybersecurity, artificial intelligence and phishing threats; health epidemics or pandemics; tax reform; inadequate insurance coverage; and limitations imposed by our credit agreements.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information regarding legal proceedings is incorporated by reference from Note 7 - Commitments and Contingencies in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I, Item 1 of this Form 10-Q report.

ITEM 1A. RISK FACTORS

In addition to the other information in this Form 10-Q report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 25, 2025, which could materially affect our business, financial condition or results of operations. It is not possible to predict or identify all risk factors. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business, financial condition or results of operations. Therefore, the risks identified are not intended to be a complete discussion of all potential risks or uncertainties.

There have been no material changes in the risk factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 25, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Our Board of Directors approved a $400.0 million increase in our share repurchase program in August 2025.

During the thirteen week period ended March 25, 2026, we repurchased shares as follows (in millions, except per share amounts, unless otherwise noted):


	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value that May Yet be Purchased Under the Program
December 25, 2025 through January 28, 2026	0.001	$	153.41	—	$	315.0
January 29, 2026 through February 25, 2026	0.595	158.60		0.6	221.0
February 26, 2026 through March 25, 2026	0.096	145.54		0.1	207.0
Total	0.692	$	156.78	0.7

(1)These amounts include shares purchased as part of our publicly announced programs and shares owned and tendered by team members to satisfy tax withholding obligations on the vesting of restricted share awards, which are not deducted from shares available to be purchased under publicly announced programs. Unless otherwise indicated, shares owned and tendered by team members to satisfy tax withholding obligations were purchased at the average of the high and low prices of the Company’s shares on the date of vesting. During the thirteen week period ended March 25, 2026, 2,783 shares were tendered by team members at an average price of $163.44.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

On March 4, 2026, Kevin D. Hochman, the Company’s President and Chief Executive Officer, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Under the terms of the plan Mr. Hochman may sell up to 120,000 shares. The plan will terminate on the earlier of March 10, 2027, or completion of all orders relating to trades specified in the plan.

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ITEM 6. EXHIBITS


Exhibit						Description
3.1						Certificate of Incorporation of Registrant, as amended(1)
3.2						Amended and Restated Bylaws of Registrant(2)
31(a)						Certification by Kevin D. Hochman, President and Chief Executive Officer of the Registrant, pursuant to 17 CFR 240.13a – 14(a) or 17 CFR 240.15d – 14(a)*
31(b)						Certification by Michaela M. Ware, Executive Vice President and Chief Financial Officer of the Registrant, pursuant to 17 CFR 240.13a – 14(a) or 17 CFR 240.15d – 14(a)*
32(a)						Certification by Kevin D. Hochman, President and Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32(b)						Certification by Michaela M. Ware, Executive Vice President and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH						XBRL Schema Document
101.CAL						XBRL Calculation Linkbase Document
101.DEF						XBRL Definition Linkbase Document
101.LAB						XBRL Label Linkbase Document
101.PRE						XBRL Presentation Linkbase
104						The cover page from the Registrant's Quarterly Report on Form 10-Q for the thirteen week period ended March 25, 2026 is formatted in Inline XBRL.

* Filed herewith.

(1)Filed as an exhibit to Annual Report on Form 10-K for fiscal year ended June 28, 1995 and incorporated herein by reference.

(2)Filed as an exhibit to Annual Report on Form 10-K for fiscal year ended June 26, 2024 and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	BRINKER INTERNATIONAL, INC., a Delaware corporation

Date: April 29, 2026	By:	/S/ KEVIN D. HOCHMAN
		Kevin D. Hochman,
		President and Chief Executive Officer
		of Brinker International, Inc. and President
		of Chili’s Grill & Bar and Maggiano's Little Italy
		(Principal Executive Officer)

Date: April 29, 2026	By:	/S/ MICHAELA M. WARE
		Michaela M. Ware,
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

BRINKER INTERNATIONAL, INC 10-Q