{"schema_version":"secwatch.filing_event.v1","accession":"0001524931-24-000102","form_type":"8-K","ticker":null,"cik":"0001524931","company_name":"CHUY'S HOLDINGS, INC.","filed_at":"2024-10-11T23:59:59+00:00","discovered_at":"2026-05-14T18:03:08.684250+00:00","generated_at":"2026-05-30T15:21:51.515875+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Darden completes acquisition of Chuy's Holdings for $37.50 per share; aggregate ~$660M","bullets":["Each share of CHUY common stock converted into $37.50 cash; total consideration ~$660M including RSUs.","Trading of CHUY suspended; delisting from Nasdaq and SEC deregistration requested.","Board of directors replaced; Anthony Morrow appointed sole director of Chuy's.","Existing credit agreement with JPMorgan Chase terminated upon closing.","Merger financed with proceeds from Darden's senior note offerings."],"urls":{"canonical":"https://secwatch.observer/filing/0001524931-24-000102","json":"https://secwatch.observer/filing/0001524931-24-000102.json","markdown":"https://secwatch.observer/filing/0001524931-24-000102.md","text":"https://secwatch.observer/filing/0001524931-24-000102.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/chuy-20241011.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-30T15:21:51.515875+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"5c0f94e1fc","claim":"Jon Howie departed as Director at CHUY'S HOLDINGS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"5f44e56868","claim":"Anthony G. Morrow was appointed as Sole Director at CHUY'S HOLDINGS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Sole Director"}],"fact_type":"executive_change"},{"claim_id":"6c4c0d37c7","claim":"Randall DeWitt departed as Director at CHUY'S HOLDINGS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"94db109e3b","claim":"Ira Zecher departed as Director at CHUY'S HOLDINGS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a3e2ef4a9d","claim":"Jody Bilney departed as Director at CHUY'S HOLDINGS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"bcd6b10be6","claim":"Steve Hislop departed as Director at CHUY'S HOLDINGS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"d10c7a0fc0","claim":"Nancy Freda-Smith departed as Director at CHUY'S HOLDINGS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"dd04c7323f","claim":"Saed Mohseni departed as Director at CHUY'S HOLDINGS, INC..","evidence_excerpt":"In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"45e0bc2a6c5a42897d1058e2a8f2b1e7358c9ba6","claim":"CHUY'S HOLDINGS, INC.: Certificate of Incorporation amended and restated.","evidence_excerpt":"As of the Effective Time, the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1 and is incorporated by reference into this Item 5.03.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"edf758b19c01c88429e9b0e949aa7770a1469ba0","claim":"CHUY'S HOLDINGS, INC.: Bylaws amended and restated.","evidence_excerpt":"As of the Effective Time, the Bylaws of the Company that were in effect immediately before the Effective Time were amended and restated to be in the form attached hereto as Exhibit 3.2 and are incorporated by reference into this Item 5.03.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}