BRINKER INTERNATIONAL, INC

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

The Company is principally engaged in the ownership, operation, development and franchising of the Chili’s® Grill & Bar (“Chili’s”) and Maggiano’s Little Italy® (“Maggiano’s”) restaurant brands. As of June 24, 2026, we owned, operated or franchised 1,635 restaurants, consisting of 1,163 Company-owned restaurants and 472 franchised restaurants, located in the United States,28 other countries andtwo United States territories.

On June 1, 2026, we executed an asset purchase agreement with a franchisee for the acquisition of 12 Chili’s restaurants located in Alabama and Mississippi, including the real estate for six of the locations. The transaction is expected to close on August 27, 2026 for a purchase price of approximately $27.5 million.

Basis of Presentation

Principles of Consolidation - The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), and include the accounts of Brinker International, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. All amounts within the Notes to Consolidated Financial Statements are presented in millions unless otherwise specified.

Fiscal Year - We have a 52 or 53 week fiscal year ending on the last Wednesday in June. We utilize a 13 week accounting period for quarterly reporting purposes, except in years containing 53 weeks when the fourth quarter contains 14 weeks. Fiscal 2026, Fiscal 2025, and Fiscal 2024 which ended on June 24, 2026, June 25, 2025, and June 26, 2024, respectively, each contained 52 weeks.

Use of Estimates - The preparation of the Consolidated Financial Statements is in conformity with GAAP and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and costs and expenses in the reporting periods. Actual results could differ from those estimates.

Significant Accounting Policies

Cash and Cash Equivalents- Our policy is to invest cash in excess of operating requirements in income-producing investments. Income-producing investments with original maturities of three months or less are reflected as cash equivalents.

Accounts Receivable- Accounts receivable, net of the allowance for credit losses, represents the estimated net realizable value. Our primary accounts receivables are due from third-party gift card sales, vendor rebates, restaurant sales made with credit cards and franchisees. Provisions for credit losses are recorded based on management’s judgment regarding our ability to collect as well as the age of the receivables. Accounts receivable are written off when they are deemed uncollectible.

Inventories- Inventories consist of food, beverages and supplies and are valued at the lower of cost (using the first-in, first-out method) or net realizable value.

Cloud-Based Computing Arrangements - The Company defers application development stage costs for cloud-based computing arrangements and amortizes those costs over the related service (subscription) agreement. The current and long term portion is included in Prepaid expenses and Other assets in the Consolidated Balance Sheets, respectively.

Fair Value Measurements - Fair value is the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date under market conditions. Fair value measurements are categorized in three levels based on the types of significant inputs used, as follows:

Property and Equipment- Property and equipment is recorded at cost and depreciated using the straight-line method over the lesser of the remaining term of the lease, including certain renewal options, or the estimated useful lives of the assets. Typical useful lives of our Buildings and leasehold improvements range from 5 to 20 years, and Furniture and equipment range from 3 to 7 years.

Depreciation expenses related to property and equipment for the fiscal years ended June 24, 2026, June 25, 2025, and June 26, 2024, of $216.6 million, $204.3 million, and $167.9 million, respectively, were recorded in Depreciation and amortization in the Consolidated Statements of Comprehensive Income. Routine repair and maintenance costs are expensed when incurred. Major replacements and improvements are capitalized.

We review the carrying amount of property and equipment whenever events or circumstances indicate that the carrying amount may not be recoverable. We have determined the restaurant level is the lowest level of identifiable cash flows. If the carrying amount is not recoverable, we record an impairment charge for the excess of the carrying amount over the fair value. We determine fair value based on discounted projected future operating cash flows of the restaurants over their remaining service life using a risk adjusted discount rate that is commensurate with the inherent risk that is considered a Level 3 fair value measurement. Impairment charges are included in Other (gains) and charges in the Consolidated Statements of Comprehensive Income. Refer to Note 3 - Fair Value Measurements for further information on impairment charges.

Leases- We recognize lease liabilities and corresponding lease assets based on the present value of the lease payments using our incremental borrowing rate applicable to the lease term. Landlord contributions are recorded as an adjustment to the lease assets. The lease term commences on the date the lessor makes the underlying asset or assets available, irrespective of when lease payments begin under the contract. When determining the lease term at commencement, we consider both termination and renewal option periods available, and only include the period for which failure to renew the lease imposes a penalty on us in such an amount that renewal, or termination options, appear to be reasonably certain. The Company accounts for lease and non-lease components, for all leases, as a single lease component.

The interest rates used in our lease contracts are not implicit. We derive our incremental borrowing rate using the interest rate we would pay on our existing borrowings, adjusted for the effect of designating collateral and the lease terms using market data as well as publicly available data for instruments with similar characteristics. The reasonably certain lease term and incremental borrowing rate for each lease requires judgment by management and can impact the classification and accounting for a lease as operating or finance, as well as the value of the lease asset and lease liability. We monitor for events or changes in circumstances that require reassessment of lease classification. When a reassessment results in the re-measurement of a lease liability, a corresponding adjustment is made to the carrying amount of the lease asset.

Variable lease costs, consisting primarily of property taxes, maintenance expenses and contingent rent, are expensed as incurred in Restaurant expenses related to restaurant properties and General and administrative for our corporate headquarters in the Consolidated Statements of Comprehensive Income and are not included in lease liabilities in the Consolidated Balance Sheets. Contingent rent represents payment of variable lease obligations based on a percentage of sales, as defined by the terms of the applicable lease, for certain restaurant facilities and is recorded at the point in time we determine that it is probable that such sales levels will be achieved.

Operating lease expenses are recognized on a straight-line basis over the lease term in Restaurant expenses for restaurant properties and General and administrative for our corporate headquarters, in the Consolidated Statements of Comprehensive Income.

Finance lease expenses are recognized on a straight-line basis over the lesser of the useful life of the leased asset or the lease term and the expenses are recognized in Depreciation and amortization in the Consolidated Statements of Comprehensive Income. Interest on each finance lease liability is recorded to Interest expenses in the Consolidated Statements of Comprehensive Income.

Lease asset carrying amounts are assessed for impairment annually or when events or circumstances indicate that the carrying amount may not be recoverable, in accordance with our long-lived asset impairment policy. Impairment charges are included in Other (gains) and charges in the Consolidated Statements of Comprehensive Income. Refer to Note 3 - Fair Value Measurements for further information on impairment charges.

Definite-Lived Intangible Assets- Definite-lived intangible assets primarily include the reacquired franchise rights resulting from acquisitions and are included in Intangibles, net in the Consolidated Balance Sheets. These assets are amortized using the straight-line method over the remaining term of the related franchise agreement. We determine the fair value of reacquired franchise rights based on discounted projected future operating cash flows of the restaurants associated with these franchise rights. We review the carrying amount annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying amount is not recoverable, we record an impairment charge for the excess of the carrying amount over the fair value. Impairment charges are included in Other (gains) and charges in the Consolidated Statements of Comprehensive Income.

Indefinite-Lived Intangible Assets- The costs of obtaining non-transferable liquor licenses from local government agencies are expensed over the specified term of the license to Restaurant expenses in the Consolidated Statements of Comprehensive Income. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets and included in Intangibles, net in the Consolidated Balance Sheets.

Transferable liquor licenses are tested for impairment annually or more frequently if events or circumstances indicate that the asset might be impaired. Impairment charges are recognized based on the excess of carrying value over fair value. We determine fair value based on prices in the open market for licenses in same or similar jurisdictions. Impairment charges are included in Other (gains) and charges in the Consolidated Statements of Comprehensive Income.

Goodwill- Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations and is assigned to the reporting unit in which the acquired business will operate for purposes of impairment testing. Goodwill is tested for impairment annually, during the second quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Ourtwo restaurant brands, Chili’s and Maggiano’s, are both operating segments and reporting units.

We may elect to perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If the qualitative assessment is not performed or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds the carrying value, the fair value of the reporting unit is calculated. The carrying value of the reporting unit is compared to its estimated fair value, and if the carrying value of a reporting unit exceeds its fair value, goodwill is written down to its implied fair value.

During fiscal 2026, fiscal 2025 and fiscal 2024, we performed our annual goodwill impairment analysis using a qualitative approach to determine whether indicators of impairment exist. Related to the qualitative assessment, we evaluated factors including our market capitalization, as well as the market capitalization of other companies in the restaurant industry, sales at our restaurants and significant adverse changes in the operating environment for the restaurant industry. Based on these factors, no indicators of impairment were identified during our annual analysis performed in the second quarters of fiscal 2026, fiscal 2025 and fiscal 2024. Additionally, no indicators of impairment were identified through the end of each fiscal year.

Insurance Reserves - We are self-insured for certain losses related to health, general liability and workers’ compensation claims. We maintain stop loss coverage with third-party insurers to limit our total exposure. The self-insurance liability represents an estimate of the ultimate cost of claims incurred and unpaid as of the balance sheet date. The estimated liability is not discounted and is established based upon analysis of historical data and actuarial estimates and is reviewed on a quarterly basis to confirm that the liability is appropriate. The estimated incurred but unreported costs to settle unpaid claims are included in Other accrued liabilities and Other liabilities, depending on their current or long-term nature, in the Consolidated Balance Sheets.

Preferred Stock- Our Board of Directors is authorized to provide for the issuance of 1.0 million preferred shares with a par value of $1.00 per share, in one or more series, and to fix the voting rights, liquidation preferences, dividend rates, conversion rights, redemption rights, and terms, including sinking fund provisions, and certain other rights and preferences. As of June 24, 2026, no preferred shares were issued.

Revenues - Revenues are presented in the Company sales and Franchise revenues captions in the Consolidated Statements of Comprehensive Income.

Company Sales - Company sales include revenues generated by the operation of Company-owned restaurants including food and beverage sales, net of discounts, delivery, gift card breakage, digital entertainment revenues, merchandise income, Maggiano’s banquet service charge income, and are net of gift card discount costs from third-party gift card sales. We record revenues from the sale of food, beverages and alcohol, net of discounts, upon delivery to the customer. Sales taxes assessed by a governmental authority that are both imposed on and concurrent with specific revenue transactions and collected from a customer have been excluded from revenues.

Gift card breakage represents the monetary value associated with outstanding gift card balances that will not be redeemed. We estimate this amount based on our historical gift card redemption patterns and actuarial estimates, update the breakage rate estimate periodically and if necessary, adjust the deferred revenues balance within the Gift card liability in the Consolidated Balance Sheets. Breakage revenues are recognized proportionate to the pattern of related gift card redemptions. We do not charge dormancy fees, or any other fees related to monitoring or administering the gift card program to cardholders. Additionally, proceeds from the sale of gift cards are recorded as deferred revenues in the Gift card liability in the Consolidated Balance Sheets and recognized as Company sales when the gift card is redeemed by the holder.

Our gift cards are sold through various outlets such as in-restaurant, Chili’s and Maggiano’s websites, directly to other businesses and through third-party distributors that sell our gift cards at retail locations. We incur incremental direct costs, such as commissions and activation fees, for gift cards sold by third-party businesses and distributors. These gift card discount costs are deferred and amortized against revenues proportionate to the pattern of related gift card redemptions.

Franchise Revenues - Franchise revenues include royalties, franchise advertising fees, franchise and development fees, and other service fees. Franchise royalties are based on a percentage of the sales generated by our franchise-operated restaurants. The performance obligation related to franchise sales is considered complete upon the sale of food, beverages and alcohol, therefore royalty revenues are recognized in the same period the sales are generated at the franchise-operated restaurants. Franchise advertising fees are revenues that our domestic franchisees are contractually obligated to contribute into certain marketing funds. Franchise and development fees are received from franchises for new restaurant openings and for territory development arrangements. The performance obligation related to these arrangements are collectively deferred as a contract liability and recognized on a straight-line basis into Franchise revenues in the Consolidated Statements of Comprehensive Income over the term of the underlying agreements.

Advertising Expenses- Advertising production costs are expensed in the period when the advertising first takes place. Other advertising costs are expensed as incurred. In the fiscal years ended June 24, 2026, June 25, 2025 and June 26, 2024, advertising expenses of $163.6 million, $146.6 million and $130.2 million, respectively, were included in Restaurant expenses, and advertising contributions from franchisees of $7.6 million, $6.5 million and $6.0 million, respectively, were recorded in Franchise revenues in the Consolidated Statements of Comprehensive Income.

Income Taxes- Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

We record a liability for unrecognized tax benefits resulting from tax positions taken, or expected to be taken, in an income tax return that is not more-likely-than-not to be realized. We recognize any interest and penalties related to unrecognized tax benefits in Provision for income taxes in the Consolidated Statements of Comprehensive Income. Additionally, income taxes are computed on a consolidated legal jurisdiction basis with no regard to brand.

Stock-Based Compensation- We measure and recognize compensation costs at fair value for all share-based payments. We recognize compensation expenses, net of forfeitures, using a graded-vesting schedule or on a straight-line basis, as applicable, over the vesting period, or the date on which retirement eligibility is achieved, if earlier.

Certain employees are generally awarded performance shares and restricted stock units, while non-employee members of the Board of Directors are generally awarded restricted stock units. Awards granted to the Board of Directors are non-forfeitable and are fully expensed upon grant. Awards to eligible employees may vest over a specified period of time or service period and may also contain performance-based conditions. The fair values of restricted stock units that do not contain a performance condition are based on our closing stock price on the date of grant.

Performance shares represent a right to receive shares of common stock upon satisfaction of Company performance goals as defined in the grant agreements. The fair value of our performance shares with a market-based metric, such as total shareholder return (“TSR”), is determined by a Monte Carlo simulation on the grant date. Refer to Note 11 - Stock-based Compensation for further information about the Monte Carlo simulation assumptions. Performance shares are expensed on a straight-line basis over the applicable vesting period. Our performance shares with vesting contingent only upon Company TSR performance were granted in fiscal 2025 and have a five year vesting period. Our performance shares with vesting contingent upon meeting Company performance goals based on earnings at the end of a three-fiscal-year vesting period also include a TSR component and are expensed over the vesting period based on management’s periodic estimates of the number of shares that will be earned under the Company earnings performance metric. A cumulative expenses adjustment is recognized when that estimate changes.

Foreign Currency- Foreign currency translation adjustments represents the unrealized impact of translating the financial statements of our Canadian restaurants from their respective functional currency to United States dollars and are reported as a component of Comprehensive income and recorded in Accumulated other comprehensive loss on our Consolidated Balance Sheets.

Net Income Per Share- Basic net income per share is computed by dividing Net income by the Basic weighted average shares outstanding for the reporting period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For the calculation of Diluted net income per share, the Basic weighted average shares outstanding is increased by the dilutive effect of stock options and restricted share awards. Stock options and restricted share awards with an anti-dilutive effect are not included in the Diluted net income per share calculation. Basic weighted average shares outstanding are reconciled to Diluted weighted average shares outstanding as follows:

Recently Issued Accounting Standards

As of June 24, 2026, we prospectively adopted Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances disclosures related to the effective tax reconciliation and income taxes paid. The adoption of ASU 2023-09 did not impact our results of operations, cash flow or financial condition. See Note 9 - Income Taxes for the related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires, for each relevant expense caption on the income statement, detailed disclosure amounts for purchases of inventory, employee compensation, depreciation, and intangible asset amortization. In addition, this ASU requires companies to include amounts already required by GAAP in the same disclosure, provide a qualitative description of remaining amounts not separately disaggregated, and disclose the amount of total selling expenses along with the companies’ definition of selling expenses. The amendment is effective for fiscal years beginning after December 15, 2026, which would require us to adopt the provisions in our fiscal 2028 Form 10-K. The amendments should be applied prospectively; however, retrospective application is permitted. Management is currently evaluating this ASU to determine its impact on our disclosures.

2. REVENUE RECOGNITION

Deferred Franchise and Development Fees

Our deferred franchise and development fees consist of the unrecognized fees received from franchisees. Recognition of these fees in subsequent periods is based on satisfaction of the contractual performance obligations of the active contracts with franchisees. We also expect to earn subsequent period royalties and advertising fees related to our franchise contracts; however, due to the variability and uncertainty of these future revenues based upon a sales-based measure, these future revenues are not yet estimable as the performance obligations remain unsatisfied. Deferred franchise and development fees are classified within Other accrued liabilities for the current portion expected to be recognized within the next 12 months and Other liabilities for the long-term portion in the Consolidated Balance Sheets.

The following table reflects the changes in deferred franchise and development fees for the fiscal years ended on June 24, 2026 and June 25, 2025:

The following table illustrates franchise and development fees expected to be recognized in the future related to performance obligations that were unsatisfied or partially unsatisfied as of June 24, 2026:

Deferred Gift Card Revenues

Total deferred revenues related to our gift cards include the full value of unredeemed gift card balances less recognized breakage and the unamortized portion of third-party fees. The following table reflects the changes in the Gift card liability for fiscal years ended on June 24, 2026 and June 25, 2025:

3. FAIR VALUE MEASUREMENTS

Financial Instruments

The fair values of cash and cash equivalents, accounts receivable and accounts payable approximate their carrying amounts because of the short maturity of these items.

The carrying amount of long-term debt outstanding related to our revolving credit facility approximates fair value as the interest rate on this instrument approximates current market rates (Level 2). The fair value of our notes are based on observable bid prices and are considered Level 2 fair value measurements, and the carrying amount and the fair value are as follows:

Non-Financial Assets

We review the carrying amounts of non-financial assets, primarily long-lived property and equipment, finance lease assets, operating lease assets, reacquired franchise rights, goodwill and transferable liquor licenses annually or when events or circumstances indicate that the fair value may not substantially exceed the carrying amount. We determined the fair values of property and equipment, including finance lease assets, operating lease assets and reacquired franchise rights are based on Level 3 fair value measurements. The fair values of transferable liquor licenses are based on prices in the open market for licenses in the same or similar jurisdictions and are categorized as Level 2. We record an impairment charge for the excess of the carrying amount over the fair value.

During fiscal 2026, we recorded impairment charges primarily related to the long-lived assets offive underperforming Maggiano’s restaurants. During fiscal 2025, we impaired certain long-lived assets primarily related to 13 underperforming Chili’s restaurants. The table below presents the carrying values and related charges recorded on these impaired restaurants for the periods presented:

During fiscal 2026, we determined there wasno impairment of transferable liquor licenses and in fiscal 2025 we impaired certain transferable liquor licenses with related charges of $0.1 million.

All impairment charges were included in Other (gains) and charges in the Consolidated Statements of Comprehensive Income for the periods presented. Refer to Note 13 - Other Gains and Charges for more information.

4. GOODWILL AND INTANGIBLES

There have beenno impairments of Goodwill for the fiscal years ended June 24, 2026, June 25, 2025 and June 26, 2024. The changes in the carrying amount of Goodwill by segment are as follows:

Intangible assets, net are as follows:

Amortization expenses for all definite-lived intangible assets were recorded in Depreciation and amortization in the Consolidated Statements of Comprehensive Income as follows:

Estimated annual amortization expenses for definite-lived intangible assets for the next five years are as follows:

5. ACCRUED LIABILITIES

Other accrued liabilities consist of the following:

6. LEASES

As of June 24, 2026,1,104 of our 1,163 Company-owned restaurant facilities were leased. We typically lease our restaurant facilities through ground leases (where we lease land only, but construct the building and leasehold improvements) or retail leases (where we lease the land/retail space and building, but construct the leasehold improvements). As of June 24, 2026, the restaurant leases have cumulative renewal clauses of 3 to 40 years at our option. Our leased restaurants typically have an initial lease term of 10 to 20 years, with one or more renewal terms ranging from 3 to 10 years. The leases typically provide for a fixed rental or a fixed rental plus percentage rentals based on sales volume. In addition to our restaurant facilities, we also lease our corporate headquarters location and certain equipment. Our lease agreements do not contain any material residual value guarantees or material covenant restrictions.

Consolidated Balance Sheet Disclosure of Lease Amounts

The following table includes a detail of lease assets and liabilities included in the Consolidated Balance Sheets:

(1)Finance lease assets are recorded in Property and equipment, at cost, and the related current and long-term lease liabilities are recorded within Other accrued liabilities and Long-term debt and finance leases, less current installments, respectively.

(2)Operating lease assets are recorded in Operating lease assets and the related current and long-term lease liabilities are recorded within Operating lease liabilities and Long-term operating lease liabilities, less current portion, respectively.

Consolidated Statement of Comprehensive Income Disclosure of Lease Amounts

The components of lease expenses, including variable lease costs primarily consisting of rent based on a percentage of sales, common area maintenance and real estate tax charges, and short-term lease expenses for leases with lease terms less than twelve months are included in the Consolidated Statements of Comprehensive Income as follows:

Consolidated Statement of Cash Flows Disclosure of Lease Amounts

Supplemental cash flow information related to leases recorded in the Consolidated Statements of Cash Flows is as follows:

Weighted Average Lease Term and Discount Rate

Other information related to leases is as follows:

Lease Maturity Analysis

Finance leases and Operating leases total future lease payments represent the contractual obligations due under the lease agreements, including cancellable option periods where we are reasonably assured to exercise the options. As of June 24, 2026, the future minimum lease payments on finance and operating leases, as well as sublease income were as follows:

Pre-Commencement Leases

In fiscal 2026, we executed 5 real estate leases for new Chili’s locations with undiscounted fixed payments of $10.8 million over the initial term. These leases will commence when the landlords make the property available to us for new restaurant construction. We will assess the reasonably certain lease term at the lease commencement date.

7. DEBT

Long-term debt consists of the following:

(1)Current installments of finance lease obligations, for the periods presented, are recorded within Other accrued liabilities in the Consolidated Balance Sheets. Refer to Note 5 - Accrued Liabilities for further details.

Revolving Credit Facility

The $1.0 billion revolving credit facility matures on May 1, 2030 and bears interest at a rate of SOFR plus an applicable margin of 1.25% to 2.00% and an undrawn commitment fee of 0.20% to 0.30%, both based on a function of our debt-to-cash-flow ratio. As of June 24, 2026, our interest rate was 4.90% consisting of SOFR of 3.65% plus the applicable margin of 1.25%.

As of June 24, 2026, the revolving credit facility had $969.9 million available, net of a $30.1 million letter of credit pledged as collateral on insurance policies. Refer to Note 8 - Commitments and Contingencies for further information about our letters of credit.

The revolving credit facility contains various financial covenants that, among other things, require the maintenance of certain leverage ratios. As of June 24, 2026, we were in compliance with our covenants pursuant to the $1.0 billion revolving credit facility.

8.25% Notes

Our previously outstanding $350.0 million 8.25% notes were scheduled to become due July 15, 2030 (fiscal 2031), with semi-annual interest payments on January 15 and July 15. The notes became callable as of July 15, 2026 at the Company’s option, at a redemption price equal to 100.0% of the principal amount redeemed plus an applicable premium if redeemed prior to July 15, 2028, and accrued and unpaid interest.

On June 16, 2026, we issued a notice of redemption for all of our outstanding 8.25% notes and subsequent to the end of the fiscal year, on July 15, 2026, the notes were redeemed at a redemption price equal to the sum of 104.125% of the principal amount plus accrued and unpaid interest for a total cash outflow of $378.9 million. The payoff was funded with borrowings from the revolving credit facility.

8. COMMITMENTS AND CONTINGENCIES

Lease Commitments and Guarantees

We have, in certain cases, divested brands or sold restaurants to franchisees and have not been released from lease guarantees for the related restaurants. As of June 24, 2026 and June 25, 2025, we have outstanding lease guarantees or are secondarily liable for $7.5 million and $11.9 million, respectively. These amounts represent the estimated future rent payments under the leases, but outstanding rent payments can exist outside of our knowledge as a result of the landlord and tenant relationship being between two third parties. These leases have been assigned to the buyers and expire at the end of the respective lease terms, which range from fiscal 2027 through fiscal 2035. In the event of default under a lease by an owner of a divested brand, the indemnity and default clauses in our agreements with such third parties and applicable laws govern our ability to pursue and recover amounts we may pay on behalf of such third parties.

We have received notices of default and have been named a party in lawsuits pertaining to some of these leases in circumstances where the current lessee did not pay its rent obligations. We recorded no charge related to these leases and lawsuits in fiscal 2026 and recorded charges of $1.7 million and $0.8 million in fiscal 2025 and fiscal 2024 respectively, which are included in Other (gains) and charges in the Consolidated Statements of Comprehensive Income. We will continue to closely monitor our exposure.

Letters of Credit

We provide letters of credit to various insurers to collateralize obligations for outstanding claims. As of June 24, 2026, we had $34.1 million in undrawn standby letters of credit outstanding. All standby letters of credit are renewable within the next 14 months.

Legal Proceedings

Evaluating contingencies related to litigation is a process involving judgment on the potential outcome of future events, and the ultimate resolution of litigated claims may differ from our current analysis. Accordingly, we review the adequacy of accruals and disclosures pertaining to litigated matters each quarter in consultation with legal counsel and we assess the probability and range of possible losses associated with contingencies for potential accrual in the Consolidated Financial Statements.

We are engaged in various legal proceedings and have certain unresolved claims pending. Liabilities have been established based on our best estimates of our potential liability in certain of these matters. Based upon consultation with legal counsel, management is of the opinion that there areno matters pending or threatened which are expected to have a material adverse effect, individually or in the aggregate, on the consolidated financial condition or results of operations.

9. INCOME TAXES

Income before income taxes consists of the following:

The Provision for income taxes and effective tax rate consists of the following:

A reconciliation between the reported Provision for income taxes and the amount computed by applying the statutory Federal income tax rate of 21.0% to Income before income taxes, for fiscal years 2026, 2025, and 2024, is as follows:

(1)State taxes in California, Florida, Illinois, Texas, New Jersey, and New York made up the majority (greater than 50%) of the tax effect in this category.

Income taxes paid, net by jurisdiction for fiscal 2026 is as follows:

Deferred Tax and Allowances

The income tax effects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities are as follows:

As of June 24, 2026, we have deferred tax assets of $3.5 million reflecting the benefit of state loss carryforwards, before federal benefit and valuation allowance, which expire at various dates between 2027 and 2046. We have deferred tax assets of $5.6 million of federal tax credits, which expire in 2046. The recognized deferred tax asset, net of valuation allowance and federal benefit, for the state loss carryforwards is $1.2 million. There is no valuation allowance on the federal credit carryover and $4.0 million is limited by Section 382 of the Internal Revenue Code.

The valuation allowance is $1.6 million at the end of fiscal 2026 to recognize certain deductions and state loss carryforwards management believes are more-likely-than-not to not be realized. In assessing whether a deferred tax asset will be realized, we consider the likelihood of the realization, and the reversal of existing taxable temporary differences, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income, as of June 24, 2026, we believe it is more-likely-than-not that we will realize the benefits of the deferred tax assets, net of the existing valuation allowances.

Unrecognized Tax Benefits

A reconciliation of unrecognized tax benefits are as follows:

The total amount of unrecognized tax benefits, excluding interest and penalties, which would affect income tax expenses if resolved in our favor was $2.5 million and $2.2 million as of June 24, 2026 and June 25, 2025, respectively. We do not expect any material changes to our liability for uncertain tax positions in the next 12 months.

We recognize accrued interest and penalties related to unrecognized tax benefits in Provision for income taxes in the Consolidated Statements of Comprehensive Income. As of June 24, 2026, we had $0.4 million ($0.5 million net of a $0.1 million Federal deferred tax benefit) of interest and penalties accrued, compared to $0.3 million ($0.4 million net of a $0.1 million Federal deferred tax benefit) as of June 25, 2025.

Our income tax returns are subject to examination by taxing authorities in the jurisdictions in which we operate. The periods subject to examination for our Canadian return are fiscal 2024 to fiscal 2025. State income tax returns are generally subject to examination for a period of three to five years from date return is filed. We have various state income tax returns in the process of examination or settlements. Our federal returns for fiscal 2026 to fiscal 2027 are under examination through the Internal Revenue Service: Bridge Plus program. There are no unrecorded liabilities associated with these examinations.

10. SHAREHOLDERS’ EQUITY

Share Repurchases

Our share repurchase program is used to return capital to shareholders and to minimize the dilution to our shares outstanding that results from equity compensation grants. We evaluate potential share repurchases under our plan based on several factors, including our cash position, share price, operational liquidity, proceeds from divestitures, borrowings and planned investment and financing needs. Repurchased shares are reflected as an increase in Treasury stock within Shareholders’ equity in the Consolidated Balance Sheets.

During the first quarter of fiscal 2026, our Board of Directors authorized an additional $400.0 million under our existing share repurchase program. Share repurchases under our share repurchase program and share repurchases from team members to satisfy tax withholding obligations are as follows:

(1)The excise tax associated with excess share repurchases during fiscal 2026 was $3.1 million and does not reduce the amount of authorized repurchases remaining under the share repurchase program.

(2)These withheld shares of common stock are not considered common stock repurchases under our authorized common stock repurchase program.

As of June 24, 2026, we had $107.0 million of authorized repurchases remaining under the share repurchase program.

Subsequent to end of the fiscal year, we repurchased an additional 0.4 million shares of our common stock for $75.0 million, reducing the amount available for share repurchases to $32.0 million. On August 10, 2026, our Board of Directors approved an increase in authorized share repurchases, bringing the total to $750.0 million.

11. STOCK-BASED COMPENSATION

Our stockholder-approved stock-based compensation plans include the 2024 Stock Option and Incentive Plan (the “2024 Plan”) for employees, the 1998 Stock Option and Incentive Plan (as amended, the “1998 Plan”) for employees, and the 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants (the “Non-Employee Plan” and collectively, the “Plans”). In November 2024, our stockholders approved the 2024 Plan and authorized approximately 3.5 million shares of our common stock for issuance under the 2024 Plan. The 2024 Plan replaced the 1998 Plan, and no further awards will be granted under the 1998 Plan. Our Non-Employee Plan remains in effect. The Plans provide for grants of options to purchase our common stock, performance shares, restricted stock, restricted stock units, and stock appreciation rights. Additionally, grants to eligible employees may vest over a specified period of time or service period, or may contain performance-based conditions. As of June 24, 2026, the total number of shares available for issuance pursuant to future awards under the Plans was 3.4 million shares.

Presented below is total stock-based compensation expenses, and the related total income tax benefit recognized in the Consolidated Statements of Comprehensive Income:

Restricted Share Awards

In fiscal 2026, fiscal 2025, and fiscal 2024, eligible employees under the Plans were granted performance shares whose vesting is contingent upon meeting Company performance goals based on our earnings at the end of a three-fiscal-year period. The number of shares that will vest varies depending on the amount of earnings achieved as compared to the target amount. The grants also include a provision that will increase or decrease the number of shares to be vested if Brinker’s TSR ranking compared to the peer group falls in the top 25% or bottom 25%, respectively. The number of shares that can vest ranges from 0% of target to 200% of target. Expenses are recorded to General and administrative expenses on a straight-line basis over the vesting period, or to the date on which retirement eligibility is achieved, if shorter, based upon management’s periodic estimates of the number of shares that will be earned under the Company earnings performance metric.

In November 2024, the Board of Directors approved the 2025 Executive Performance Share Retention Plan and the granting of performance shares to Kevin Hochman, our CEO and President of the Company and President of Chili’s Grill & Bar, and certain other executives of the Company at a total grant date fair value of $25.0 million. The number of shares that can vest ranges from 0% to 200% of the target number of performance shares granted based on Brinker’s TSR over a five-year period from September 26, 2024 through September 25, 2029, relative to the TSR of the peer group. There is a cap on the dollar value of performance shares that may be earned based on a multiple of the target number of performance shares and the Company’s stock price on the grant date. Additionally, vesting is generally contingent upon continuous service during the performance period. Expense is recorded to General and administrative expenses on a straight-line basis over the vesting period based on the fair value of the shares as determined by a Monte Carlo simulation on the grant date. The Monte Carlo simulation used a volatility assumption of 68.47% for Brinker stock, a risk-free interest rate of 4.22%, a dividend yield of 0%, and a term of 4.88 years which resulted in a fair value per share of $100.62.

Restricted stock units granted to eligible employees under the Plans generally vest over a three-year period from the date of grant. Restricted stock units issued to eligible employees under our career equity plan generally vest upon each employee’s retirement from the Company. Expenses are recognized ratably over the vesting period, or to the date on which retirement eligibility is achieved, if shorter. Full or partial vesting of awards may occur upon a change in control (as defined in the Plans), or upon an employee’s death, disability or involuntary termination.

Restricted stock units granted to non-employee directors under the Non-Employee Plan are non-forfeitable and are expensed upon grant. Non-employee directors’ awards have variable distribution dates ranging from one year after grant to two years following departure from the Board.

Restricted share award transactions, including unvested performance shares reflected at target, during fiscal 2026 were as follows (fair value per award in dollars):

As of June 24, 2026, unrecognized compensation expenses related to unvested restricted share awards that are expected to vest totaled approximately $38.6 million and will be recognized over a weighted average period of 2.3 years. The fair value of shares that vested is as follows:

Stock Options

No stock options were granted in fiscal 2026, fiscal 2025, or fiscal 2024, and all outstanding stock options as of the end of the last three fiscal years were fully vested and exercisable. As of June 24, 2026, outstanding stock options had an aggregate intrinsic value of $3.3 million and are expected to be exercised or expire no later than fiscal 2028.

The intrinsic value and related tax benefit of options exercised is as follows:

12. DEFINED CONTRIBUTION PLAN

We sponsor a qualified defined contribution retirement plan. The plan covers all employees who have attained the age of 21 and have completed 90 days of eligible service.

Eligible employees are allowed to contribute, subject to IRS limitations on total annual contributions, up to 50% of their base compensation and 75% of their eligible bonuses, as defined in the plan, to various investment funds. Effective January 1, 2026, the maximum contribution election for eligible bonus compensation was reduced from 100% to 75%.

We match, in cash, what an employee contributes at a rate of 100% of the first 3% and 50% of the next 2% with immediate vesting.

We contributed employer matching contributions in each fiscal year which is recorded to General and administrative in the Consolidated Statements of Comprehensive Income:

13. OTHER GAINS AND CHARGES

Other (gains) and charges in the Consolidated Statements of Comprehensive Income consist of the following:

Restaurant-level impairment charges were primarily associated with the following long-lived assets:

•Fiscal 2026 -five underperforming Maggiano’s restaurants totaling $5.4 million. Refer to Note 3 - Fair Value Measurements for further details.

•Fiscal 2025 -13 underperforming Chili’s restaurants.

•Fiscal 2024 -35 underperforming Chili’s restaurants.

Litigation & claims, net primarily relates to claims on alcohol service cases and legal contingencies. Fiscal 2026 is also inclusive of an insurance reimbursement related to a one-time settlement of an employment claim in fiscal 2025. Fiscal 2025 also includes one-time intellectual property claim settlements.

Restaurant closure asset write-offs and charges includes costs associated with the closure of certain Chili’s and Maggiano’s restaurants.

Severance and other benefit charges relates to changes in our management team and organizational structure.

Enterprise system implementation costs primarily consists of software subscription fees and certain other costs prior to implementation and post go-live support of the cloud-based Enterprise Resource Planning (“ERP”) system.

Lease contingencies includes expenses related to certain lease guarantees associated with divested brands when we have determined it is probable that the current lessee will default on the lease obligation. Refer to Note 8 - Commitments and Contingencies for additional information about our secondarily liable lease guarantees.

Lease modification gain, net in fiscal 2026 includes gains related to a lease termination fee received from a landlord associated with a closed Chili’s restaurant and the reduction of lease liabilities of one Maggiano’s restaurant and certain closed Chili’s restaurants. Lease modification gain, net in fiscal 2025 includes gains related to a lease termination fee received from a landlord associated with a closed Maggiano’s restaurant and the reduction of lease liabilities of certain closed Chili’s restaurants.

Loss from natural disasters, net (of insurance recoveries) in fiscal 2026 and fiscal 2025 primarily includes proceeds received from fiscal 2021 Winter Storm claim.

14. SEGMENT INFORMATION

Our chief operating decision maker (“CODM”) is the President and Chief Executive Officer. Our CODM uses Operating income as the measure for assessing performance and allocating resources of our segments. Our operating segments are Chili’s and Maggiano’s. The Chili’s segment includes the results of our Company-owned Chili’s restaurants, which are principally located in the United States, within the full-service casual dining segment of the industry. The Chili’s segment also includes results of our Canadian Company-owned restaurants and royalties and other fees from our franchised locations in the United States,28 other countries andtwo United States territories. The Maggiano’s segment includes the results of our Company-owned Maggiano’s restaurants in the United States as well as royalties and other fees from our domestic franchise business. Costs related to our restaurant support teams for the Chili’s and Maggiano’s brands, including operations, brand recruiting, finance, marketing, culinary innovation and franchise are included in the results of our operating segments. The Corporate segment includes unallocated costs such as information technology, human capital management, accounting, legal, purchasing, and restaurant development.

Company sales for each operating segment include revenues generated by the operation of Company-owned restaurants including food and beverage sales, net of discounts, delivery, gift card breakage, digital entertainment revenues, merchandise income, Maggiano’s banquet service charge income, and are net of gift card discount costs from third-party gift card sales. Franchise revenues for each operating segment include royalties, franchise advertising fees, franchise and development fees, and other service fees.

Operating income includes revenues and expenses directly attributable to segment-level results of operations. Restaurant expenses during the years presented primarily includes restaurant rent, repairs and maintenance, advertising, supplies, utilities, delivery fees, payment processing fees, franchise and property taxes, workers’ compensation and general liability insurance, to-go supplies, and supervision expenses.

We do not rely on any major customers as a source of sales, and the customers and long-lived assets of our operating segments are predominantly located in the United States. There were no material transactions between our operating segments.

The following tables reconcile our segment results to our consolidated results reported in accordance with GAAP: