{"url_path":"/sec/rrgb/8-k/2026-06-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1171759/0000950142-26-001781-index.html","accession_number":"0000950142-26-001781","cik":"0001171759","ticker":"RRGB","issuer_name":"RED ROBIN GOURMET BURGERS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1171759/0000950142-26-001781-index.html","primary_entity_key":"0001171759","primary_entity_name":"RED ROBIN GOURMET BURGERS INC"},"word_count":523,"has_tables":true,"body_markdown":"**ITEM 1.01. Entry into\na Material Definitive Agreement.**\n\n** **\n\n*Op Burgers Transaction*\n\n* *\n\nOn June 11, 2026, Red Robin\nInternational, Inc., a Nevada corporation (“RRI”) and wholly owned subsidiary of Red Robin Gourmet Burgers, Inc. (the “Company”),\nentered into an Asset Purchase Agreement (the “Op Burgers APA”) with Op Burgers, LLC, a Delaware limited liability company\n(“Op Burgers”), pursuant to which RRI agreed to sell certain assets related to 69 company-owned Red Robin restaurants located\nacross Indiana, Kentucky, Maryland, North Carolina, Ohio, Pennsylvania, South Carolina, and Virginia, and Op Burgers agreed to assume\ncertain liabilities related to those restaurants, for an aggregate purchase price of $62.5 million in cash, subject to customary adjustments\n(the “Op Burgers Transaction”). The Op Burgers Transaction is subject to customary closing conditions, including the receipt\nof required landlord consents, the transfer of applicable liquor licenses, and the receipt of any required lender consent. RRI is targeting\ncompletion on or about July 17, 2026, subject to an outside closing date of October 19, 2026. Upon closing, Op Burgers will operate the\nrestaurants as franchised Red Robin locations pursuant to long-term franchise agreements to be entered into between RRI and Op Burgers\nat closing.\n\n \n\n*Kuber Transaction*\n\n* *\n\nOn June 11, 2026, RRI entered\ninto an Asset Purchase Agreement (the “Kuber APA,” and together with the Op Burgers APA, the “Asset Purchase Agreements”)\nwith Kuber Oregon, LLC, an Oregon limited liability company, and Kuber Washington, LLC, a Washington limited liability company (collectively,\n“Kuber”), pursuant to which RRI agreed to sell certain assets related to 17 company-owned Red Robin restaurants located in\nOregon and Washington, and Kuber agreed to assume certain liabilities related to those restaurants, for an aggregate purchase price of\n$10.0 million in cash, subject to customary adjustments (the “Kuber Transaction,” and together with the Op Burgers Transaction,\nthe “Transactions”). The Kuber Transaction is subject to customary due diligence and customary closing conditions, including\nthe receipt of required landlord consents, the transfer of applicable liquor licenses, and the receipt of any required lender consent.\nRRI is targeting completion on or about August 28, 2026, subject to an outside closing date of October 2, 2026. Upon closing, Kuber will\noperate the restaurants as franchised Red Robin locations pursuant to long-term franchise agreements to be entered into between RRI and\nKuber at closing.\n\n \n\n*General*\n\n* *\n\nThe Asset Purchase Agreements\ncontain customary representations, warranties, and covenants of the parties, as well as customary indemnification provisions. Each Asset\nPurchase Agreement also includes certain termination rights, including the right of either party to terminate if closing has not occurred\nby the applicable outside closing date. The Company intends to use the net proceeds from the Transactions to reduce outstanding indebtedness.\n\n \n\nThe foregoing descriptions\nof the Asset Purchase Agreements and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified\nin their entirety by, the full text of the Op Burgers APA, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and the full\ntext of the Kuber APA, which is filed as Exhibit 2.2 to this Current Report on Form 8-K, each of which is incorporated herein by reference."}