RED ROBIN GOURMET BURGERS INC 8-K

What Happened

• Red Robin Gourmet Burgers, Inc.’s wholly owned subsidiary Red Robin International, Inc. (RRI) announced on May 27, 2026 that it entered into an Asset Purchase Agreement to sell assets related to 30 company-owned Red Robin restaurants in Washington and Idaho to Evergreen Dining LLC for an aggregate purchase price of $23.5 million in cash (subject to customary adjustments). The company issued a press release announcing the transaction (filed May 28, 2026).

Key Details

• Buyer: Evergreen Dining LLC; Seller: Red Robin International, Inc. (RRI), a subsidiary of Red Robin Gourmet Burgers, Inc.
• Purchase price: $23.5 million in cash, subject to customary adjustments.
• Timing/conditions: APA executed May 27, 2026; target closing on or about August 21, 2026 with an outside date of October 2, 2026. Transaction subject to customary due diligence and closing conditions (landlord consents, liquor-license transfers, any required lender consent).
• Post-closing operations: Evergreen will operate the restaurants as franchised Red Robin locations under long-term franchise agreements to be entered at closing.
• Use of proceeds: Company intends to use net proceeds to reduce outstanding indebtedness.
• Agreement terms: APA contains customary representations, warranties, covenants, indemnification and termination rights (including termination if closing does not occur by the outside date).

Why It Matters

• This transaction shifts 30 company-owned restaurants to a franchise-operated model in Washington and Idaho and provides Red Robin with immediate cash proceeds intended to pay down debt. For investors, the deal reduces company-operated restaurant count and brings cash to strengthen the balance sheet, while contractual franchise arrangements mean Red Robin will continue to have brand presence at these locations under Evergreen’s operation.