Form 8-K

8-K — RAVE RESTAURANT GROUP, INC.

Accession: 0001140361-26-019448

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000718332

SIC: 5140 (WHOLESALE-GROCERIES & RELATED PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ef20072218_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20072218_ex99-1.htm)

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8-K

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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): May 7, 2026

Rave Restaurant Group, Inc.

(Exact name of registrant as specified in its charter)

Missouri

0-12919

45-3189287

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3551 Plano Parkway,

The Colony, Texas

75056

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (469) 384-5000

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, $0.01 par value

RAVE

Nasdaq Capital Market

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 (see General Instruction A.2. below):

☐

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))

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 2.02

Results of Operations and Financial Condition

On May 7, 2026, Rave Restaurant Group, Inc. issued a press release discussing financial results of its third fiscal quarter ended

March 29, 2026, a copy of which is attached as Exhibit 99.1 hereto.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

99.1

Rave Restaurant Group, Inc. press release dated May 7, 2026.

104

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

SIGNATURES

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.

Rave Restaurant Group, Inc.

Date: May 7, 2026

By:

/s/ JAY D. ROONEY

Jay D. Rooney

Chief Financial Officer

(principal financial officer)

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20072218_ex99-1.htm · Sequence: 2

Exhibit 99.1

May 7, 2026

RAVE Restaurant Group, Inc. Reports Third Quarter 2026 Results

Dallas, Texas – RAVE

Restaurant Group, Inc. (NASDAQ: RAVE) today reported financial results for the third quarter of fiscal 2026 ended March 29, 2026.

Third Quarter Highlights:

•

The Company recorded net income of $0.8 million for the third quarter of fiscal 2026, a 10.8% increase from the same period of the prior year.

•

Income before taxes increased by 11.1% to $1.1 million for the third quarter of fiscal 2026 compared to the same period of the prior year.

•

Total revenue increased by $0.3 million to $3.2 million for the third quarter of fiscal 2026 compared to the same period of the prior year, an 8.7% increase.

•

Adjusted EBITDA increased by $0.2 million to $1.1 million for the third quarter of fiscal 2026 compared to the same period of the prior year, a 16.4% increase.

•

On a fully diluted basis, net income per share increased by $0.01 to $0.06 for the third quarter of fiscal 2026 compared to $0.05 in the same period of the prior

year.

•

Pizza Inn domestic comparable store retail sales increased 2.3% in the third quarter of fiscal 2026 compared to the same period of the prior year.

•

Pie Five domestic comparable store retail sales decreased 11.6% in the third quarter of fiscal 2026 compared to the same period of the prior year.

•

Cash and short-term investments totaled $12.0 million on March 29, 2026.

•

Pizza Inn domestic unit count finished the quarter at 97, including 82 buffet locations.

•

Pizza Inn international unit count finished the quarter at 18.

•

Pie Five domestic unit count finished the quarter at 14.

“I am proud of the efforts and results delivered by our franchisees and team members in driving both sales and profits in the third quarter” said Brandon

Solano, Chief Executive Officer of RAVE Restaurant Group, Inc.

“During a quarter that saw the overall restaurant industry, and pizza competitors specifically, struggle with a tough sales environment, Pizza Inn posted

positive 2.3% same store sales growth compared to the prior year third quarter in the face of significant January weather headwinds that had an estimated negative 3.3% same store sales impact to the quarter,” continued Solano. “While other national

pizza chains have announced they plan to close hundreds of locations, Pizza Inn has opened four new restaurants this fiscal year and has thirteen total restaurants currently under contract to open within the next three quarters including five

restaurants currently under construction. Pizza Inn looks at other pizza brand restaurant closures as an opportunity to not only gain market share but also to bring America’s hometown buffet to more communities as more restaurant real estate becomes

available with competitor closures.”

Solano added, “We continued to innovate our menu to drive customers into our franchise locations. Limited time offers such as the Spam Luau pizza and

Peeps Pizzert at Pizza Inn and the Chick’le Ranch pizza at Pie Five gave our guests something new to try during the third quarter and our Pizza Inn buffet franchise partners reported the new offerings were quickly consumed when put on the buffet.

While our top line continues to grow, we are very focused on the bottom line of our franchisee’s businesses as we know we are only as strong as our franchise system. We continue to monitor and partner with our franchisees on their financial health

and made the decision to end our third party delivery relationship with Uber Eats after they announced a sharp increase in their fees in the third quarter. Protecting the profitability of our franchisees is not only our duty, but also paramount to

growth.”

Chief Financial Officer Jay Rooney added, “We are pleased with the third quarter financial results. Pre-tax profits increased by over eleven percent from

the same quarter in the prior year, driven by quality earnings from both new and same store sales outpacing the G&A increase over the prior year. The G&A increase is reflective of the investment Rave is making to grow the Pizza Inn brand with

new buffet locations. During the quarter we added a second franchise salesperson and saw an increase in travel expenses related to approving and developing new restaurant sites. And early in the fourth quarter Rave added a Director of Construction to

accelerate location count growth. Our present solid financial footing is affording us the opportunity to invest in future store growth.”

Non-GAAP Financial Measures

The Company’s financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”). However, the Company

also presents and discusses certain non-GAAP financial measures that it believes are useful to investors as measures of operating performance. Management may also use such non-GAAP financial measures in evaluating the effectiveness of business

strategies and for planning and budgeting purposes. However, these non-GAAP financial measures should not be viewed as an alternative or substitute for its financial statements prepared in accordance with generally accepted accounting principles.

The Company considers EBITDA and Adjusted EBITDA to be important supplemental measures of operating performance that are commonly used by securities

analysts, investors and other parties interested in our industry. The Company believes that EBITDA is helpful to investors in evaluating its results of operations without the impact of expenses affected by financing methods, accounting methods and

the tax environment. The Company believes that Adjusted EBITDA provides additional useful information to investors by excluding non-operational or non-recurring expenses to provide a measure of operating performance that is more comparable from

period to period. Management also uses these non-GAAP financial measures for evaluating operating performance, assessing the effectiveness of business strategies, projecting future capital needs, budgeting and other planning purposes.

“EBITDA” represents earnings before interest, taxes, depreciation and amortization. “Adjusted EBITDA” represents earnings before interest, taxes,

depreciation and amortization, stock compensation expense, severance, gain/loss on sale of assets, costs related to impairment and other lease charges, franchise default and closed store revenue/expense, and closed and non-operating store costs. A

reconciliation of these non-GAAP financial measures to net income is included with the accompanying consolidated financial statements.

Note Regarding Forward Looking Statements

Certain statements in this press release, other than historical information, may be considered forward-looking statements within the meaning of the Private Securities

Litigation Reform Act of 1995, and are intended to be covered by the safe harbors created thereby. These forward-looking statements are based on current expectations that involve numerous risks, uncertainties and assumptions. Assumptions relating to

these forward-looking statements involve current judgments about future events and performance, including statements regarding our optimism that current positive trends will continue, our ability to continue to successfully open new restaurant

locations, our belief that we are well positioned for continued profitability as well as the continued returns on our reimaging initiatives, the strength of our development pipeline, as well as future economic, competitive and market conditions, and

future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of RAVE Restaurant Group, Inc. Although the assumptions underlying these forward-looking statements are believed to be

reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that any forward-looking statements will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking statements,

the inclusion of such information should not be regarded as a representation that the objectives and plans of RAVE Restaurant Group, Inc. will be achieved.

###

About RAVE Restaurant Group, Inc.

Dallas-based RAVE Restaurant Group [NASDAQ: RAVE] has inspired restaurant innovation and countless customer smiles with its trailblazing pizza concepts. The Company

franchises, licenses and supplies Pie Five and Pizza Inn restaurants operating domestically and internationally. The Pizza Inn experience is unlike your typical buffet. Since 1958, Pizza Inn’s house-made dough, house-shredded 100% whole milk

mozzarella cheese, fresh ingredients and house-made signature sauce combined with friendly service solidified the brand to become America’s favorite hometown pizza place. These, in addition to its small-town vibe, are the hallmarks of Pizza Inn

restaurants. In 2011, RAVE introduced Pie Five Pizza, pioneering a fast-casual pizza brand that transformed the classic pizzeria into a concept offering personalization, sophisticated ingredients and speed. Pie Five’s craft pizzas are baked fresh

daily and feature house-made ingredients, creative recipes and craveable crust creations. For more information, visit www.raverg.com, and follow on Instagram @pizzainn and @piefivepizza.

Contact:

Investor Relations

RAVE Restaurant Group, Inc.

469-384-5000

RAVE RESTAURANT GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share amounts)

(Unaudited)

Three Months Ended

Nine Months Ended

March 29,

2026

March 30,

2025

March 29,

2026

March 30,

2025

REVENUES

3,223

2,966

9,478

8,885

COSTS AND EXPENSES

General and administrative expenses

1,468

1,313

4,365

4,047

Franchise expenses

747

768

2,516

2,592

Provision (recovery) for credit losses

(14

)

(22

)

Depreciation and amortization expense

126

140

Total costs and expenses

2,266

2,111

7,027

6,757

OPERATING INCOME

957

855

2,451

2,128

Interest income

280

253

Other income

INCOME BEFORE TAXES

1,055

950

2,748

2,396

Income tax expense

255

228

666

541

NET INCOME

800

722

2,082

1,855

INCOME PER SHARE OF COMMON STOCK

Basic

0.06

0.05

0.15

0.13

Diluted

0.06

0.05

0.15

0.13

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

Basic

14,212

14,508

14,212

14,595

Diluted

14,298

14,532

14,298

14,618

RAVE RESTAURANT GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

(Unaudited)

March 29,

2026

June 29,

2025

ASSETS

CURRENT ASSETS

Cash and cash equivalents

1,145

2,859

Short-term investments

10,855

7,024

Accounts receivable, less allowance for credit losses of $49 and $31, respectively

1,671

1,171

Notes receivable, current

Assets held for sale

Deferred contract charges, current

Prepaid expenses and other current assets

600

335

Total current assets

14,360

11,493

LONG-TERM ASSETS

Property and equipment, net

122

137

Operating lease right-of-use assets, net

256

489

Intangible assets definite-lived, net

120

182

Notes receivable, net of current portion

Deferred tax asset, net

3,431

3,995

Deferred contract charges, net of current portion

227

186

Total assets

18,581

16,557

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable - trade

345

207

Accrued expenses

754

855

Operating lease liabilities, current

286

370

Deferred revenues, current

279

308

Total current liabilities

1,664

1,740

LONG-TERM LIABILITIES

Operating lease liabilities, net of current portion

206

Deferred revenues, net of current portion

457

Total liabilities

2,134

2,403

COMMITMENTS AND CONTINGENCIES (SEE NOTE C)

SHAREHOLDERS’ EQUITY

Common stock, $0.01 par value; authorized 26,000,000 shares; issued 25,647,171 and 25,647,171 shares,

respectively; outstanding 14,211,566 and 14,211,566 shares, respectively

256

Additional paid-in capital

37,727

37,516

Retained earnings

9,696

7,614

Treasury stock, at cost

Shares in treasury: 11,435,605 and 11,435,605 respectively

(31,232

)

(31,232

)

Total shareholders’ equity

16,447

14,154

Total liabilities and shareholders’ equity

18,581

16,557

RAVE RESTAURANT GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Nine Months Ended

March 29,

2026

March 30,

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

2,082

1,855

Adjustments to reconcile net income to cash provided by operating activities:

Amortization of discount on short-term investment

(112

)

(110

)

Impairment of long-lived assets and other lease charges

Stock-based compensation expense

211

178

Depreciation and amortization

Amortization of operating lease right-of-use assets

233

276

Amortization of definite-lived intangible assets

Non-cash lease expense

Provision (recovery) for credit losses

(22

)

Deferred income tax

564

459

Changes in operating assets and liabilities:

Accounts receivable

(520

)

212

Notes receivable

Deferred contract charges

(43

)

Prepaid expenses and other current assets

(265

)

(49

)

Accounts payable - trade

138

Accrued expenses

(101

)

(315

)

Operating lease liabilities

(287

)

(333

)

Deferred revenues

(29

)

(215

)

Cash provided by operating activities

2,050

2,202

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of short-term investments

(12,939

)

(12,265

)

Maturities of short-term investments

9,220

9,333

Purchase of assets held for sale

)

Proceeds from sale of assets held for sale

Purchase of property and equipment

(49

)

(44

)

Cash used in investing activities

(3,764

)

(2,967

)

CASH FLOWS FROM FINANCING ACTIVITIES:

Purchase of treasury stock

(1,205

)

Taxes paid on issuance of restricted stock units

(182

)

Cash used in financing activities

(1,387

)

Net decrease in cash and cash equivalents

(1,714

)

(2,152

)

Cash and cash equivalents, beginning of period

2,859

2,886

Cash and cash equivalents, end of period

1,145

734

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

CASH PAID FOR:

Income taxes

106

RAVE RESTAURANT GROUP, INC.

ADJUSTED EBITDA

(In thousands)

(Unaudited)

Three Months Ended

Nine Months Ended

March 29,

2026

March 30,

2025

March 29,

2026

March 30,

2025

Net income

800

722

2,082

1,855

Interest income

(98

)

(84

)

(280

)

(253

)

Income taxes

255

228

666

541

Depreciation and amortization

126

140

EBITDA

999

910

2,594

2,283

Stock-based compensation expense

111

211

178

Severance

Franchisee default and closed store revenue

)

(16

)

(28

)

Adjusted EBITDA

1,109

953

2,791

2,480

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May 07, 2026

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Entity Tax Identification Number

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Entity Address, Address Line One

3551 Plano Parkway

Entity Address, City or Town

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City Area Code

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