---
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"
generated_at: "2026-05-30T15:21:51.515875+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Darden completes acquisition of Chuy's Holdings for $37.50 per share; aggregate ~$660M

## Summary
- 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.

## SEC filing metadata
- accession: 0001524931-24-000102
- form_type: 8-K
- cik: 0001524931
- company_name: CHUY'S HOLDINGS, INC.
- filed_at: 2024-10-11T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001524931-24-000102
- JSON: https://secwatch.observer/filing/0001524931-24-000102.json
- Plain text: https://secwatch.observer/filing/0001524931-24-000102.txt

## Key facts
- Executive change
  Jon Howie departed as Director at CHUY'S HOLDINGS, INC..
  - Action: ceased to be
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm
- Executive change
  Anthony G. Morrow was appointed as Sole Director at CHUY'S HOLDINGS, INC..
  - Action: became
  - Role: Sole Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm
- Executive change
  Randall DeWitt departed as Director at CHUY'S HOLDINGS, INC..
  - Action: ceased to be
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm
- Executive change
  Ira Zecher departed as Director at CHUY'S HOLDINGS, INC..
  - Action: ceased to be
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm
- Executive change
  Jody Bilney departed as Director at CHUY'S HOLDINGS, INC..
  - Action: ceased to be
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm
- Executive change
  Steve Hislop departed as Director at CHUY'S HOLDINGS, INC..
  - Action: ceased to be
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm
- Executive change
  Nancy Freda-Smith departed as Director at CHUY'S HOLDINGS, INC..
  - Action: ceased to be
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm
- Executive change
  Saed Mohseni departed as Director at CHUY'S HOLDINGS, INC..
  - Action: ceased to be
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm
- Governance Changes
  CHUY'S HOLDINGS, INC.: Certificate of Incorporation amended and restated.
  - Change: charter amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm
- Governance Changes
  CHUY'S HOLDINGS, INC.: Bylaws amended and restated.
  - Change: bylaw amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493124000102/0001524931-24-000102-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.