Red Robin amends cooperation pact; Pappas and Martin re-nominated, board size to 8

RED ROBIN GOURMET BURGERS INC

Board reduced to 8 members after 2026 annual meeting; Pappas named Finance Committee Chair.
Jumana Parties may buy an additional 1% of shares if stock VWAP < $4.00 for 5 consecutive days.
Investor Parties' ownership cap raised from 20% to 21% of outstanding common stock.
Board to appoint a new Audit Committee chair following a transition period.
Amended agreement extends standstill and voting commitments until ~30 days before 2027 nomination deadline.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

RED ROBIN GOURMET BURGERS INC amended Amended Cooperation Agreement with JCP Parties and Jumana Parties (Investor Parties) (effective 2026-02-13).

Action: amendment
Counterparty: JCP Parties and Jumana Parties (Investor Parties)
Effective: 2026-02-13

Exact text from the filing

On February 13, 2026, Red Robin Gourmet Burgers, Inc. (the “Company”) amended the Cooperation Agreement, dated December 3, 2024 (the “Amended Cooperation Agreement”) with the entities and persons listed on Exhibit A thereto (the “JCP Parties”) and the entities and persons listed on Exhibit B thereto (the “Jumana Parties,” and together with the JCP Parties, the “Investor Parties”).

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Source: SEC EDGAR

accession 0000950142-26-000369

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