Form 8-K

8-K — RED ROBIN GOURMET BURGERS INC

Accession: 0000950142-26-001217

Filed: 2026-04-30

Period: 2026-04-29

CIK: 0001171759

SIC: 5812 (RETAIL-EATING PLACES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — eh260773102_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (eh260773102_ex1001.htm)

EX-99.1 — EXHIBIT 99.1 (eh260773102_ex9901.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: eh260773102_8k.htm · Sequence: 1

FORM 8-K

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0001171759

2026-04-29

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 29, 2026

RED ROBIN GOURMET BURGERS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-34851

84-1573084

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

10000 E. Geddes Avenue, Suite 500

Englewood, Colorado 80112

(Address of principal

executive offices) (zip code)

(303) 846-6000

(Registrant’s telephone number, including area

code)

Not Applicable

(Former name or former address, if changed since last

report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which

registered

Common Stock, $0.001 par value

RRGB

Nasdaq (Global Select Market)

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

Departure of Christopher Meyer as Interim

Chief Financial Officer

Christopher

Meyer’s service as the Company’s interim principal financial officer and principal accounting officer will conclude on

May 31, 2026, in connection with the expiration of his independent contractor agreement with the Company, dated November 28, 2025,

and the appointment of Mr. Graff as the Company’s principal financial officer and principal accounting officer on such

date.

Appointment of Mark Graff as Chief Financial

Officer

On April 29, 2026, Red Robin

Gourmet Burgers, Inc. (the “Company”) appointed Mark Graff to the position of Chief Financial Officer, effective May 4, 2026.

Mr. Graff, age 47, will become the Company’s principal financial officer and principal accounting officer on May 31, 2026, succeeding

Christopher Meyer, the Company’s interim Chief Financial Officer, in both roles. Prior to joining the Company, Mr. Graff most recently

served as President of Bonefish Grill and Fine Dining at Bloomin’ Brands, Inc., a casual dining restaurant company, from November

2023 to November 2025, where he led a $900 million business across more than 220 restaurants. During his tenure at Bloomin’ Brands,

Mr. Graff held senior leadership roles across finance, strategy and investor relations, from January 2012 to November 2025, leading global

business development, capital planning and complex merger and acquisition initiatives. Prior to Bloomin’ Brands, Mr. Graff held

positions at Deloitte from 2010 to 2012 and Raymond James from 2004 to 2010.

There are no arrangements

or understandings between Mr. Graff and any other persons pursuant to which he was appointed as Chief Financial Officer, and no family

relationships among any of the Company’s directors or executive officers and Mr. Graff. Additionally, Mr. Graff has no direct or

indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities

Act of 1933, as amended.

In connection with Mr. Graff’s

appointment as Chief Financial Officer of the Company, Mr. Graff and the Company entered into an employment agreement, dated April 29,

2026 (the “Employment Agreement”). The Employment Agreement provides for the following compensation: (i) an annual base salary

of $500,000; (ii) eligibility to receive an annual bonus with a target of 75% of Mr. Graff’s base salary, prorated for the Company’s

2026 fiscal year; and (iii) an equity inducement award with a target value equal to 120% of Mr. Graff’s base salary for the Company’s

2026 fiscal year, with the opportunity to participate in the Company’s long-term incentive program in subsequent fiscal years. Mr.

Graff may also participate in the Company’s standard benefit plans, as may be amended from time to time, in which other executive

officers are eligible to participate, and will be eligible to participate in the Company’s Executive Severance Plan, as described

under the heading “Employment Agreements, Separation Arrangements, and Executive Severance Plan―Executive Severance Plan”

in the Company’s Definitive Proxy Statement filed with the SEC on March 26, 2026, and which description is incorporated by reference

herein, with a “Change in Control Cash Severance Multiplier” of 1.0, a “Change in Control Benefits Continuation Period”

of 12 months, a “Non-Change in Control Cash Severance Multiplier” of 1.0, a “Non-Change in Control Benefits Continuation

Period” of 12 months, and a “Restricted Period” of 12 months in the event of a Change in Control Qualifying Termination

or 12 months in the event of a Non-Change in Control Qualifying Termination (in each case, as such terms are defined in the Executive

Severance Plan). Mr. Graff will be subject to customary restrictive covenants in the Employment Agreement, including nondisclosure of

confidential information, nondisparagement, return of Company property, and, during employment and for the twelve months following termination

of employment, non-competition and non-solicitation of employees, and non-interference with suppliers and business relations of the Company.

The foregoing summary does

not purport to be a complete description and is qualified in its entirety by the Employment Agreement, which is filed as an exhibit to

this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

10.1

Employment Agreement, by and between Red Robin Gourmet Burgers, Inc. and Mark Graff, dated April 29, 2026

99.1

Red Robin Gourmet Burgers, Inc. Press Release dated April 29, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

RED ROBIN GOURMET BURGERS, INC.

Date: April 30, 2026

By:

/s/ Sarah A. Mussetter

Name:

Sarah A. Mussetter

Title:

Chief Legal Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: eh260773102_ex1001.htm · Sequence: 2

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”)

is made as of April 29, 2026, by and between RED ROBIN GOURMET BURGERS, INC., a Delaware corporation (the “Company”),

and MARK GRAFF (“Executive”).

RECITAL

WHEREAS, the parties desire to enter

into this Agreement setting forth the terms and conditions for the employment relationship between Executive and the Company.

NOW, THEREFORE, in consideration of the

promises and mutual covenants and agreements herein contained and intending to be legally bound hereby, the Company and Executive hereby

agree as follows:

AGREEMENT

Employment Period.

(a)

The Company, through its wholly-owned subsidiary, Red Robin International, Inc., a Nevada corporation (“RRI”),

hereby employs Executive, and Executive hereby accepts such employment, upon the terms and conditions hereinafter set forth. The term

of Executive’s employment hereunder shall commence on or about May 4, 2026 (such first day of employment, the “Effective

Date”), and shall continue until otherwise terminated as provided herein (such term being referred to herein as the “Employment

Period”).

(b)

Executive and the Company acknowledge that, except as may otherwise be provided by this Agreement or under any other written agreement

between Executive and the Company, the employment of Executive by the Company and RRI is “at will” and Executive’s employment

may be terminated by either Executive or the Company at any time for any reason, or no reason, as long as consistent with applicable law.

RRI shall be the “employer” for tax, legal reporting, payroll processing and similar purposes.

Position and Duties.

(a)

During the Employment Period, Executive shall be employed as and hold the title of Chief Financial Officer of the Company, with

such duties, authorities and responsibilities that are customary for public company chief financial officer positions. Executive shall

report to the Company’s Chief Executive Officer and shall interface with the Company’s Board of Directors and the committees

of the Board of Directors and their respective chairpersons from time to time (collectively, the “Board”). In addition,

the Chief Executive Officer may assign Executive such duties and responsibilities that are not substantially inconsistent with his position

as the Chief Financial Officer of the Company. Executive agrees to serve without additional compensation, if elected or appointed thereto,

as a director or officer of any of the Company’s subsidiaries.

(b)

During the Employment Period, Executive shall devote substantially all of his skill, knowledge, and working time to the business

and affairs of the Company and its

subsidiaries; provided that in no event shall this sentence

prohibit Executive from performing personal and charitable activities and any other activities approved in advance by the Board, so long

as such activities do not materially interfere with Executive’s duties for the Company or otherwise violate the terms and conditions

of this Agreement or the Company’s policies in effect from time to time. Executive shall perform his services at the Company’s

headquarters, presently located in Englewood, Colorado, and remotely pursuant to any remote work policies available to all executive officers,

subject to reasonably required travel in connection with the performance of his services hereunder or as reasonably requested by the Board.

Executive shall use his best efforts to carry out his responsibilities under this Agreement faithfully and efficiently.

Compensation.

(a)

Base Salary. During the Employment Period, Executive shall receive from the Company an annual base salary (“Annual

Base Salary”) at the rate of $500,000, with such salary to be adjusted at such times, if any, and in such amounts as recommended

by the Chief Executive Officer and approved by the Compensation Committee of the Board (the “Compensation Committee”).

Executive’s Annual Base Salary shall be subject to annual review by the Chief Executive Officer and the Compensation Committee during

the Employment Period. The Annual Base Salary shall be paid in accordance with the Company’s and RRI’s normal payroll policy.

(b)

Sign-On Bonus. The Company agrees to pay Executive a one-time cash sign-on bonus of $50,000 (the “Sign-On

Bonus”), subject to all required taxes and withholdings, to be paid on the first payroll period following the Effective Date.

If Executive’s employment with the Company is terminated as a result of Executive’s resignation without Good Reason less than

twelve (12) full months after the Effective Date, Executive agrees to repay the Company the full Sign-On Bonus. Executive further agrees

that Executive will repay such amount by no later than thirty (30) days following the effective date of the employment termination, and

that any outstanding balance on such repayment obligation is delinquent and immediately collectable the day following the effective date

of termination.

(c)

Annual Incentive Compensation. In addition to the Annual Base Salary, Executive is eligible to receive an annual cash bonus

each fiscal year during the Employment Period as determined in accordance with the Company’s annual incentive plan as in effect

from time to time and as approved by the Compensation Committee (the “Annual Bonus”). For fiscal year 2026, Executive’s

target Annual Bonus (the “Target Bonus”) shall be seventy-five percent (75%) of Executive’s Annual Base Salary,

prorated on the basis of the number of days on which Executive is employed by the Company during fiscal year 2026. Such Target Bonus will

be subject to adjustment by the Compensation Committee in fiscal year 2027 and later. The actual amount of any Annual Bonus shall depend

on the level of achievement of the applicable performance criteria established with respect to the Annual Bonus by the Board and the Compensation

Committee in their sole discretion. The Annual Bonus for each fiscal year shall be payable in accordance with the then-current annual

incentive plan, but in no event later than March 15 of the following fiscal year.

(d)

Long-Term Incentive Awards. Executive shall have the opportunity to participate in the Company’s long term incentive

plan (“LTIP”). Executive’s annual grant under the LTIP shall be subject to such terms as approved by the Board or the

Compensation Committee from time to time in accordance with the Company’s LTIP, but the LTIP grant for fiscal year 2026 shall have

a target value equal to one hundred and twenty percent (120%) of the Executive’s Annual Base Salary and shall be in the form of

an inducement grant (for purposes of the NASDAQ listing rules) and as a result shall not be granted pursuant to the Company’s 2024

Performance Incentive Plan (the “2024 Plan”), but shall be subject to all the terms and conditions of the 2024 Plan as if

the award was granted under the 2024 Plan. The LTIP grant for fiscal year 2026 is comprised of 50% time-based restricted stock units (“RSUs”)

that vest ratably over three years on each anniversary of the date of the grant and 50% performance stock units (“PSUs”) that

cliff vest at the end of a three-year performance period if the Company achieves the applicable performance metrics, and the grant date

shall be on the day on which the Company, after receiving all necessary third party documentation (including the legal opinion, legal

consent, and auditor consent), files the Registration Statement on Form S-8 for this inducement grant with the Securities and Exchange

Commission, which the Company shall do as soon as reasonably practicable. Executive’s target value will be subject to adjustment

by the Compensation Committee in fiscal year 2027 and later. Except as expressly provided herein, each such equity award shall be made

in accordance with the Company’s Equity Granting Policy. As an executive officer of the Company, Executive is subject to the Company’s

Ownership Guidelines (as defined in Section 12) as in effect from time to time, within the time period specified therein, which currently

include a requirement for the Chief Financial Officer to own shares of common stock of the Company with a value equal to at least 3x Executive’s

Annual Base Salary.

(e)

Other Benefits.

(i)

Welfare and Benefit Plans. During the Employment Period: (A) Executive shall be entitled to participate in all incentive,

savings and retirement plans, practices, policies and programs of the Company and RRI to the same extent as other senior executive employees;

and (B) Executive and/or Executive’s family, as the case may be, shall be eligible to participate in, and shall receive all benefits

under, all welfare benefit plans, practices, policies and programs provided by the Company and RRI (including, to the extent provided,

without limitation, medical, prescription, dental, disability, salary continuance, employee life insurance, group life insurance, accidental

death and travel accident insurance plans and programs) to the same extent as other senior executive employees.

(ii)

Expenses. During the Employment Period, Executive shall be entitled to receive prompt reimbursement for all reasonable travel

and other expenses incurred by Executive in carrying out Executive’s duties under this Agreement, provided that Executive

complies with the policies, practices and procedures of the Company and RRI for submission of expense reports, receipts or similar documentation

of the incurrence and purpose of such expenses.

(iii)

Paid Time Off. Executive shall be entitled to holidays and paid time off per calendar year in accordance with the Company’s

holiday and paid time off policies applicable to similarly situated senior executives as in effect from time to time.

(f)

Reservation of Rights. Except as otherwise specifically agreed as to Executive in a separate agreement between the Company

and Executive, the Company reserves the right to modify, suspend or discontinue any and all of the employee benefit plans, practices,

policies and programs referenced in subsections 3(e)(i), (ii), and (iii) above at any time without recourse by Executive so long as such

action is taken with respect to similarly situated senior executives generally and does not disproportionately adversely affect Executive.

Termination.

(a)

Executive Severance Plan. Executive shall be eligible to participate in the Company’s Executive Severance Plan (as

in effect from time to time, the “Executive Severance Plan”), which provides for certain compensation and benefits in the

event of certain qualifying terminations as set forth in the Executive Severance Plan, subject to the terms and conditions set forth therein,

including a required release of claims, and agreement to certain restrictive covenants. For purposes of Executive’s initial participation

in the Executive Severance Plan, Executive shall have a “Change in Control Cash Severance Multiplier” of 1.0, a “Change

in Control Benefits Continuation Period” of 12 months, a “Non-Change in Control Cash Severance Multiplier” of 1.0, a

“Non-Change in Control Benefits Continuation Period” of 12 months, and a “Restricted Period” of 12 months in the

event of a Change in Control Qualifying Termination or 12 months in the event of a Non-Change in Control Qualifying Termination (in each

case, as such terms are defined in the Executive Severance Plan). Executive will receive a copy of the Executive Severance Plan separately

from this Agreement and must execute a participation agreement to be entitled to the pay and benefits provided thereunder. Executive shall

refer to the Executive Severance Plan for the full and complete terms and conditions thereof, including the amendment and termination

provisions. Executive’s participation shall be subject to all terms and conditions of the Executive Severance Plan.

(b)

Death or Disability. Executive’s employment and all associated rights and benefits shall terminate automatically upon

Executive’s death. If the Company determines in good faith that the Disability of Executive has occurred, it may give to Executive

written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company

shall terminate effective on the thirtieth (30th) day after receipt of such notice by Executive, provided that, within the thirty days

after such receipt, Executive shall not have returned to full-time performance of his duties. If Executive’s employment is terminated

by reason of Executive’s death or Disability, this Agreement shall terminate without further obligations to Executive or his legal

representatives under this Agreement, other than for (A) payment of the sum of (1) Executive’s Annual Base Salary through the date

of termination to the extent not theretofore paid and (2) reimbursement for any unreimbursed business expenses incurred through the date

of termination which shall be paid in a lump sum in cash within thirty (30) days of the effective date of termination or such earlier

date as may be required by law; (B) any payments, benefits or fringe benefits to which Executive shall be entitled under the terms of

any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, which shall be

paid at such times and in such forms as provided for by such plan, program or grant or such earlier date as may be required by law; (C)

any Annual Bonus Earned but unpaid with respect to the fiscal year ending on or preceding the date of termination, which shall be paid

in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives (the payments and benefits described

in clauses

(A), (B), and (C) shall be hereinafter referred to as the “Unpaid

Obligations”); and (D) payment of a pro rata share (determined on the basis of the number of days on which Executive was employed

by the Company during the fiscal year in which the date of termination occurred) of the Annual Bonus that would otherwise have been Earned

based on actual performance and been payable pursuant to Section 3(c) hereof had Executive continued to be employed by the Company for

the entirety of the fiscal year in which the date of termination occurred, which shall be paid in a lump sum in cash when such Annual

Bonus payment is regularly paid to similarly situated executives.

(c)

By the Company for Cause or Resignation other than with Good Reason. If Executive’s employment is terminated

by the Company for Cause or Executive resigns from his position as Chief Financial Officer of the Company without Good Reason, this Agreement

shall terminate without further obligations to Executive other than payment of the Unpaid Obligations as described in Section 4(b) (provided,

that if Executive’s employment is terminated for Cause, then the amount described in clause (C) of the Unpaid Obligations shall

not be payable).

(d)

Exclusive Remedy. Executive agrees that the payments contemplated by this Section 4 shall constitute the exclusive and sole

remedy for any termination of his employment, and Executive covenants not to assert or pursue any other remedies, at law or in equity,

with respect to any termination of employment; provided, however, that nothing contained in this Section 4 shall prevent

Executive from otherwise challenging in a subsequent arbitration proceeding a determination by the Company that it was entitled to terminate

Executive’s employment hereunder for Cause.

(e)

Termination of Payments. Anything in this Agreement to the contrary notwithstanding, the Company may terminate all payments

and benefits owing to Executive pursuant to this Section 4 upon the Company’s discovery of any breach or threatened breach by Executive

of his obligations under the general release or Sections 5, 6, 7 and 8 of this Agreement after written notice to Executive, and, if curable,

providing the Executive with thirty (30) days to cure. No payments shall be terminated during this cure period (if applicable).

(f)

Resignation as Officer or Director Upon Termination. Upon termination of Executive’s employment with the Company

for any reason whatsoever, Executive shall thereupon be deemed to have immediately resigned from any positions with the Company and all

of its subsidiaries and affiliates, whether as an officer, director, employee, fiduciary or otherwise. In such event, Executive shall,

at the request of the Company, execute any documents reasonably required to evidence such resignations.

(g)

Survival of Certain Obligations Following Termination. Notwithstanding any other provision contained in this Agreement,

the provisions in Sections 5 through 11 and 14 through 22 of this Agreement shall survive any termination of Executive’s employment

hereunder (but shall be subject to Executive’s right to receive the payments and benefits provided under this Section 4).

Confidential Information. Except in the good-faith performance of his duties hereunder, Executive shall not disclose to

any person or entity or use, any information not in the

public domain, in any form, including especially trade secrets of

the Company (as defined under applicable law), acquired by Executive while he was employed or associated with the Company or RRI or, if

acquired following the termination of such association, such information which, to Executive’s knowledge, has been acquired, directly

or indirectly, from any person or entity owing a duty of confidentiality to the Company or RRI, relating to the Company or its business.

Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof are and shall remain the

sole and exclusive property of the Company, and Executive shall on request return to the Company the originals and all copies of any such

information provided to or acquired by Executive in connection with his association with the Company or RRI, and shall return to the Company

all files, correspondence and/or other communications received, maintained and/or originated by Executive during the course of such association.

Covenant Not to Compete. Executive agrees that, for the period commencing on the Effective Date and ending twelve (12) months

after the date of termination of Executive’s employment with the Company (the “Restrictive Period”), Executive

shall not directly or indirectly, either for himself or for, with or through any other Person, own, manage, operate, control, be employed

by, participate in, loan money to or be connected in any manner with, or permit his name to be used by, either (i) any business that,

in the reasonable judgment of the Board, competes with the Company and its subsidiaries in the burger-focused restaurant business in (x)

the United States, (y) the Canadian provinces of Alberta and British Columbia, or (z) any other country, province or territory in which

the Company conducts business as of the date Executive’s employment terminates, or (ii) the following casual dining and brew-centric

restaurant concepts (and their successors): Five Guys, Chili’s, Applebee’s, Ruby Tuesday, TGIFridays, Texas Roadhouse, BJ’s,

Yardhouse, Millers Ale House and Brickhouse (“Competitive Activity”). In making its judgment as to whether any business

is engaged in a Competitive Activity, the Board shall act in good faith, and shall first provide Executive with a reasonable opportunity

to present such information as Executive may desire for the Board’s consideration. For purposes of this Agreement, the term “participate”

includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent,

representative, independent contractor, consultant, advisor, provider of personal services, creditor, owner (other than by ownership of

less than five percent (5%) of the stock of a publicly-held corporation whose stock is traded on a national securities exchange).

7. No

Interference; Nondisparagement.

(a)

During the Restrictive Period, Executive shall not, without the prior written approval of the Company, directly or indirectly through

any other Person especially through the use of the Company’s trade secrets (including employee wages, skill level, and training)

(i) induce or attempt to induce any employee of the Company or RRI at the level of Assistant Store Manager or higher in restaurant operations

or the level of Director or higher at the Company’s home office to leave the employ of the Company or RRI, or in any way interfere

with the relationship between the Company or RRI and any employee thereof (for the sake of clarity, this clause (i) shall not be violated

by virtue of general advertisements or solicitations for positions that are not targeted at employees of the Company or RRI), (ii) hire

or be involved in any way with the hire of any Person who was an employee of the Company or RRI at the level of Assistant Store Manager

or higher in restaurant operations or the level of Director or higher at

the Company’s home office within twelve (12) months after

such Person’s employment with the Company or RRI was terminated for any reason or (iii) induce or attempt to induce any supplier

or other business relation of the Company or RRI to cease doing business with the Company or RRI, or in any way interfere with the relationship

between any such supplier or business relation and the Company or RRI.

(b)

Executive agrees not to disparage the Company, any of its products or practices, or any of its directors, officers, stockholders,

or affiliates (each in their capacities as such), either orally or in writing, at any time; provided, however, that Executive

may (A) confer in confidence with his legal representatives, (B) make truthful statements as required by law or when requested by a governmental,

regulatory or similar body or entity and/or (C) make truthful statements in the course of performing his duties to the Company. The Company

shall instruct its current directors, and following the date of termination of Executive’s employment, its current executive officers,

to not disparage Executive, either orally or in writing, at any time; provided, however, that the Company shall not be required

to instruct its directors or executive officers to refrain from (X) conferring in confidence with their respect legal representatives,

(Y) making truthful statements as required by law or when requested by a governmental, regulatory, or similar body or entity and/or (Z)

making truthful statements in the course of performing duties to the Company.

Return of Documents. In the event of the termination of Executive’s employment for any reason, Executive shall deliver

to the Company all of (a) the property of the Company or any of its subsidiaries, and (b) non-personal documents and data of any nature

and in whatever medium of the Company or any of its subsidiaries, in each case within his possession and control, and he shall not take

with him any such property, documents or data or any reproduction thereof, or any documents containing or pertaining to any Confidential

Information.

Reasonableness of Restrictions. Executive agrees that the covenants set forth in Sections 5, 6, 7 and 8 are reasonable with

respect to their duration, geographical area, and scope. In the event that any of the provisions of Sections 5, 6, 7 and 8 relating to

the geographic or temporal scope of the covenants contained therein or the nature of the business or activities restricted thereby shall

be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems enforceable, such provision shall

be deemed to be replaced herein by the maximum restriction deemed enforceable by such court.

10.

Injunctive Relief. The parties hereto agree that either party hereto would suffer irreparable harm from a breach by the

other party of any of the covenants or agreements contained herein, for which there is no adequate remedy at law. Therefore, in the event

of the actual or threatened breach by a party of any of the provisions of this Agreement, the other party, and in the case of the Company,

its respective successors or assigns, may, in addition and supplementary to other rights and remedies existing in their favor, apply to

any court of law or equity of competent jurisdiction for specific performance, injunctive or other relief (without the necessity of posting

bond or security) in order to enforce compliance with, or prevent any violation of, the provisions hereof; and that, in the event of such

a breach or threat thereof by one party, the other party shall be entitled to obtain a temporary restraining order and/or a preliminary

or permanent injunction restraining the other party from engaging in activities

prohibited hereby or such other relief as may be required to specifically

enforce any of the covenants contained herein.

11.

Extension of Restricted Periods. In addition to the remedies the Company may seek and obtain pursuant to this Agreement,

the restricted periods set forth herein may be extended by any and all periods during which Executive shall be found by a court to have

been in violation of the covenants contained herein.

12.

Stock Ownership Requirement. While employed by the Company, Executive shall be expected to maintain ownership of common

stock or stock equivalents in such amounts and on such terms and conditions as are set forth in the Company’s Executive Stock Ownership

Guidelines established by the Compensation Committee and in effect from time to time (the “Ownership Guidelines”). No additional

liability shall apply to Executive if Executive fails to satisfy the stock ownership requirements set forth in this Section 12.

13.

Definitions. As used herein, unless the context otherwise requires, the following terms have the following respective meanings:

“Cause” has the definition

ascribed to it in the Executive Severance Plan.

“Disability” means a physical

or mental impairment which substantially limits a major life activity of Executive and which renders Executive unable to perform the essential

functions of his position, even with reasonable accommodation which does not impose an undue hardship on the Company. The Company reserves

the right, in good faith, to make the determination of disability under this Agreement based upon information supplied by Executive and/or

his medical personnel, as well as information from medical personnel (or others) selected by the Company or its insurers. Nothing in this

definition is meant to waive Executive’s rights under the Health Insurance Portability and Accountability Act of 1996 or the Americans

with Disabilities Act, as amended.

“Earned” has the definition

of that term as it is used in the Colorado Wage and Hour Act, Colo. Rev. Stat. § 8-4-101, et seq., at the time of the Effective Date.

“Good Reason” has the definition

ascribed to it in the Executive Severance Plan.

“Person” means any individual,

entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended).

14.

Arbitration. Except as otherwise provided herein, any controversy arising out of or relating to this Agreement, its enforcement

or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other

controversy arising out of Executive’s employment, including, but not limited to, any state or federal statutory or common law claims,

shall be submitted to arbitration in Denver, Colorado, before a sole arbitrator (the “Arbitrator”) selected from Judicial

Arbiter Group, Inc., Denver, Colorado, or its successor (“JAG”), or if JAG is no longer able to supply the arbitrator,

such arbitrator shall be selected from the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), or other mutually

agreed upon arbitration provider, as the exclusive forum for the resolution of such dispute. Provisional injunctive relief may, but need

not, be sought by either party to this Agreement in a

court of law while arbitration proceedings are pending, and any

provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator. Final

resolution of any dispute through arbitration may include any remedy or relief which the Arbitrator deems just and equitable, including

any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue

a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based.

Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court

of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding

or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way

connected with this Agreement or Executive’s employment, and under no circumstances shall class claims be processed or participated

in by Executive. The parties agree that Company shall be responsible for payment of the forum costs of any arbitration hereunder, including

the Arbitrator’s fee. Executive and the Company further agree that in any proceeding to enforce the terms of this Agreement, the

prevailing party shall be entitled to its or his reasonable attorneys’ fees and costs incurred by it or him in connection with resolution

of the dispute in addition to any other relief granted.

15.

Governing Law. This Agreement and the legal relations hereby created between the parties hereto shall be governed by and

construed under and in accordance with the internal laws of the State of Colorado, without regard to conflicts of laws principles thereof.

Executive shall submit to the venue and personal jurisdiction of the Colorado state and federal courts concerning any dispute for which

judicial redress is permitted pursuant to this Agreement; however the Company is not limited in seeking relief in those courts.

16.

Taxes.

(a)

Executive shall be solely liable for Executive’s tax consequences of compensation and benefits payable under this Agreement,

including any consequences of the application of Section 409A of the Code.

(b)

In order to comply with all applicable federal or state income tax laws or regulations, the Company may withhold from any payments

made under this Agreement all applicable federal, state, city or other applicable taxes.

17.

Section 409A Savings Clause.

(a)

It is the intention of the parties that compensation or benefits payable under this Agreement not be subject to the additional

tax imposed pursuant to Section 409A of the Code, and this Agreement shall be interpreted accordingly. To the extent such potential payments

or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal

of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. The foregoing notwithstanding,

the Company shall in no event whatsoever be liable for any additional tax, interest or penalty incurred by Executive as a result of the

failure of any payment or benefit to satisfy the requirements of Section 409A of the Code.

(b)

The Executive’s right to a series of installment payments under this Agreement shall be treated as a right to a series of

separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). In addition, payments or benefits pursuant to Section 4(f)

shall be exempt from the requirements of Section 409A of the Code to the maximum extent possible as “short-term deferrals”

pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii),

and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly.

(c)

Notwithstanding any provision to the contrary in this Agreement, (i) no amount of non-qualified deferred compensation subject to

Section 409A of the Code that is payable in connection with the termination of his employment shall be paid to Executive unless the termination

of Executive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department

of Treasury Regulations; (ii) if Executive is deemed at the time of his separation from service to be a “specified employee”

for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent that delayed commencement of any portion of the termination benefits

to which Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits

under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of

Executive’s termination benefits shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month

period measured from the date of Executive’s “separation from service” with the Company (as such term is defined in

the Department of Treasury Regulations issued under Section 409A) and (B) the date of Executive’s death; provided, that upon

the earlier of such dates, all payments deferred pursuant to the foregoing shall be paid to Executive in a lump sum, and any remaining

payments due under this Agreement shall be paid as otherwise provided herein; (iii) the determination of whether Executive is a “specified

employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by the

Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, without limitation, Section

1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto).

(d)

To the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section

409A of the Code, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the

expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent

year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.

18.

Entire Agreement. This Agreement constitutes and contains the entire agreement and final understanding concerning Executive’s

employment with the Company and the other subject matters addressed herein between the parties. It is intended by the parties as a complete

and exclusive statement of the terms of their agreement. It supersedes and replaces all prior negotiations and all agreements proposed

or otherwise, whether written or oral, concerning the subject matter hereof. Any representation, promise or agreement not specifically

included in this Agreement shall not be binding upon or enforceable against either party. This is a fully integrated agreement.

19.

Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of

the Board (or a person expressly authorized thereby) and Executive, and no course of conduct or failure or delay in enforcing the provisions

of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

20.

Clawback. Executive acknowledges that any incentive compensation contemplated under this Agreement shall be subject to the

Company’s clawback policies, including, without limitation, any policy adopted to the extent required by applicable law or written

Company policy adopted to implement the requirements of such law (including, without limitation, Section 304 of the Sarbanes-Oxley Act

and Section 954 of the Dodd Frank Act).

21.

Permitted Actions. Nothing in this Agreement shall prohibit Executive from reporting possible violations of federal or state law

or regulation to or otherwise cooperating with or providing information requested by any governmental agency or entity, including, but

not limited to, the Department of Justice, the Securities and Exchange Commission, the U.S. Equal Employment Opportunity Commission,

the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of

federal or state law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures

and Executive is not required to notify the Company that Executive has made such reports or disclosures. Notwithstanding anything to

the contrary contained herein, Executive will not be held criminally or civilly liable under any federal or state trade secret law for

any disclosure of Confidential Information that is made (i) in confidence to a federal, state, or local government official, either directly

or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made

in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation

by the Company for reporting a suspected violation of law, Executive may disclose the Company’s Confidential Information to Executive’s

attorney and use the Confidential Information in the court proceeding if Executive (A) files any document containing the trade secret

under seal; and (B) does not disclose the Confidential Information, except pursuant to court order.

22.

Miscellaneous.

(a)

Binding Effect. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company

and their respective heirs, successors and assigns, except that Executive may not assign his rights or delegate his obligations hereunder

without the prior written consent of the Company.

(b)

Notices. All notices required to be given hereunder shall be in writing and shall be deemed to have been given if (i) delivered

personally or by documented courier or delivery service, (ii) transmitted by facsimile during normal business hours or (iii) mailed by

registered or certified mail (return receipt requested and postage prepaid) to the following listed persons at the addresses and facsimile

numbers specified below, or to such other persons, addresses or facsimile numbers as a party entitled to notice shall give, in the manner

hereinabove described, to the others entitled to notice:

If to the Company, to:

Red Robin Gourmet Burgers, Inc.

10000 E. Geddes Avenue, Suite 500

Englewood, CO 80112

Attention: Chief People Officer

With a copy, which shall not constitute

notice, to:

Red Robin Gourmet Burgers, Inc.

10000 E. Geddes Avenue, Suite 500

Englewood, CO 80112

Attention: Chief Legal Officer

If to Executive, to Executive’s last known

address as reflected in the Company’s records, or to such other address as Executive shall designate by written notice to the Company.

If given personally or by documented courier

or delivery service, or transmitted by facsimile, a notice shall be deemed to have been given when it is received. If given by mail, it

shall be deemed to have been given on the third business day following the day on which it was posted.

(c)

Headings. The section and other headings contained in this Agreement are for the convenience of the parties only and are

not intended to be a part hereof or to affect the meaning or interpretation hereof.

(d)

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which

together shall constitute one and the same instrument.

(e)

Construction. Each party has cooperated in the drafting and preparation of this Agreement. Hence, in any construction to

be made of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter.

(f)

Savings Clause. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not

affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and

to this end the provisions of this Agreement are declared to be severable. Subject to the foregoing, upon such determination that any

term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify

this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby

be consummated as originally contemplated to the fullest extent reasonably practicable.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT

BLANK]

IN WITNESS WHEREOF, the parties have executed and delivered

this Agreement as of the date written below.

EXECUTIVE

Date:

April 29, 2026

/s/ Mark Graff

Mark Graff

COMPANY

RED ROBIN GOURMET BURGERS, INC.

Date:

April 29, 2026

/s/ David A. Pace

Name:

David A. Pace

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: eh260773102_ex9901.htm · Sequence: 3

EXHIBIT

99.1

For

media relations questions:

Hannah Atteberry, Red Robin Gourmet Burgers, Inc.

media@redrobin.com

For

investor relations questions:

Jeff

Priester, ICR

investor@redrobin.com

RED

ROBIN GOURMET BURGERS, INC. APPOINTS MARK GRAFF AS CHIEF FINANCIAL OFFICER

ENGLEWOOD,

Colo., April 29, 2026

– Red

Robin Gourmet Burgers, Inc. (NASDAQ:

RRGB) today announced that it has appointed Mark Graff as Chief Financial Officer, effective May 4. Graff succeeds Chris Meyer, who joined

the company as Interim Chief Financial Officer in December 2025.

“The

appointment of Mark Graff represents an important step forward for our organization. With his experience in financial strategy and operational

excellence, Mark will play a key role in shaping our future and advancing our strategic priorities,” said Dave Pace, President

and CEO of Red Robin. “We look forward to the leadership and perspective he will bring as we continue to execute on our First Choice

Plan.”

Pace

added, “I also want to extend my sincere thanks to Chris Meyer for stepping out of retirement to serve in an interim capacity and

for providing continuity and steady leadership to our finance team and the entire organization as we conducted a thorough search for

the right long-term candidate.”

With

more than a decade at Bloomin’ Brands, Graff brings deep financial expertise and direct operational leadership to Red Robin. Most

recently, he served as President of Bonefish Grill and Fine Dining, where he led a $900M business across more than 220 restaurants. Over

the course of his tenure at Bloomin’ Brands, Graff held senior leadership roles across finance, strategy and investor relations,

as well as leading global business development, capital planning and merger & acquisition initiatives. Earlier in his career, he

worked at Deloitte Consulting and at Raymond James in investment banking. He holds a bachelor’s degree from The Pennsylvania State

University.

“I’m

honored to join Red Robin and look forward to partnering with the leadership team to maintain a strong focus on the company’s financial

foundation, support its strategic priorities and drive sustainable, long-term growth,” said Graff.

About

Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB)

Red

Robin Gourmet Burgers, Inc. (www.redrobin.com), is a casual dining restaurant chain founded in 1969 that operates through its wholly

owned subsidiary, Red Robin International, Inc., and under the trade name, Red Robin Gourmet Burgers and Brews. We believe nothing

brings people together like burgers and fun around our table, and no one makes moments of connection over craveable food more

memorable than Red Robin. We serve a variety of burgers and mainstream favorites to Guests of all ages in a casual, playful

atmosphere. In addition to our many burger offerings, Red Robin serves a wide array of salads, appetizers, entrees, desserts,

signature beverages and Donatos Pizza at select locations. It's easy to enjoy Red Robin anywhere with online ordering available for

to-go, delivery and catering. Sign up for the royal treatment by joining Red Robin Royalty® today and enjoy Bottomless perks and

delicious rewards across nearly 500 Red Robin locations in the United States and Canada, including those operating under franchise

agreements. Red Robin… YUMMM®!

###

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